Common use of Collateral Reporting Clause in Contracts

Collateral Reporting. it will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, with the following documents at the following times in form satisfactory to the Agent: (a) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall request from time to time; and (j) certificates of an officer of Ideal certifying as to the foregoing;

Collateral Reporting. it will provide (a) Deliver, on behalf of each Loan Party, to the Revolving Agent (and if so requested by the Revolving Agent, in with copies to each case in respect Revolving Lender) each of each Trading Company, and on a consolidated and consolidating basis, with the following documents set forth below at the following times in form satisfactory to the Revolving Agent: (a) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (ci) monthly ageings of accounts receivable to be delivered (no later than the 10th day tenth (10th) Business Day of each month in respect of the immediately preceding month), and with each request for a Borrowing, an executed Borrowing Base Certificate; (dii) monthly perpetual inventory reports by category to be delivered (no later than the 10th day tenth (10th) Business Day of each month in respect month), (A) a detailed report regarding Borrower’s and its Subsidiaries’ cash and Cash Equivalents, and (B) a detailed report showing additions of, and deletions to, Eligible Inventory, and a calculation of the immediately preceding monthnet book value (calculated in accordance with GAAP on a basis consistent with Borrower’s historical accounting practices) of Eligible Inventory at the end of such period; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; monthly (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th thirtieth (30th) day of the following each month), together with (A) a specific breakdown (in reasonable detail) reconciliation of the monthly ageings of Accounts and trade accounts payable of each Loan Party’s general ledger accounts to the largest ten supplier creditors of Ideal its monthly financial statements including any book reserves related to each category, and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier(B) a detailed report describing accrued expenses; (hiv) with effect from any Inventory Eligibility Dateon the last day of each fiscal quarter, upon request(A) a report regarding Borrower’s and its Subsidiaries’ accrued but unpaid, copies of purchase orders, invoicesad valorem taxes, and delivery documents for Inventory and Equipment acquired (B) a Perfection Certificate or a supplement to the Perfection Certificate, if requested by that Trading CompanyRevolving Agent; (iv) on the last day of each fiscal year, a detailed list of Borrower’s and its Subsidiaries’ customers, with address and contact information; and (vi) promptly, upon request by Revolving Agent, (A) an insurance claim report, and (B) such other reports as to the Collateral or the financial condition of Borrower and its Subsidiaries, as Revolving Agent may reasonably request. (b) Notwithstanding clause (a) above, to the Accounts extent (i) Excess Availability is less than $15,000,000 or (ii) any Event of Default then exists, the items, certificates and information set forth in clause (a)(i), (a)(ii) and (a)(iii) shall be delivered to the Revolving Agent on a weekly basis (on the second (2nd) Business Day of each such week) (c) Borrower hereby authorises the agrees to use, and to cause its Subsidiaries to use, commercially reasonable efforts in cooperation with Revolving Agent to make enquiries facilitate and implement a system of its customers electronic collateral reporting in this respectorder to provide electronic reporting of each of the items set forth in clause (a) as the Agent shall request from time to time; and (j) certificates of an officer of Ideal certifying as to the foregoing;above.

Collateral Reporting. it will Each Loan Party (or in the case of clause (h) below, the Borrower) shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in form satisfactory to the Agent: (a) on a weekly basis on each Wednesday based on figures as upon the request of the previous Friday, a Borrowing Base Certificate incorporating, inter aliaAgent, a schedule of credit notessuch Loan Party's and its Subsidiaries' respective Accounts created, a summary credits given, cash collected and other adjustments to Accounts of collections of accounts receivable, a schedule of Accounts created such Loan Party since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; (b) upon requestthe request of the Agent, copies an aging of invoicessuch Loan Party's and its Subsidiaries' respective Accounts, credit notestogether with a reconciliation to the previous aging delivered to the Agent of such Loan Party's and its Subsidiaries' respective Accounts and to such Loan Party's and its Subsidiaries' respective general ledgers, shipping and, in the case of the Borrower, to the corresponding Borrowing Base and, in each case, accompanied by such supporting detail and delivery documentsdocumentation as shall be requested by the Agent in its reasonable discretion; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect upon request of the immediately preceding monthAgent, a report of open vouchers payable by vendor; (d) monthly perpetual inventory upon request of the Agent, Inventory reports by category category, with additional detail showing additions to be delivered no later than and deletions from the 10th day of each month Inventory, together with a reconciliation to such Loan Party's general ledger and, in respect the case of the immediately preceding monthBorrower, to the Combined Availability; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details upon request of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon requestAgent, copies of purchase ordersinvoices in connection with such Loan Party's and its Subsidiaries' respective Accounts, invoicescustomer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with such Loan Party's and its Subsidiaries' respective Accounts and for Inventory and Equipment acquired by that Trading Companysuch Loan Party or any of its Subsidiaries, purchase orders and invoices; (if) upon request of the Agent, a statement of the balance of each of the Intercompany Accounts; (g) such other reports as to the Collateral of such Loan Party and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) Subsidiaries as the Agent shall reasonably request from time to time; (h) on a monthly basis (not later than the fifteenth day after the last day of the previous month with the information thereon to be as of the last day of such previous month), a Borrowing Base Certificate; provided, that during each Accelerated Delivery Period, the appropriate Loan Parties shall deliver a Borrowing Base Certificate to the Agent on a weekly basis (not later than the third Business Day after the last Business Day of the previous week with the information thereon to be as of the last Business Day of such previous week); (i) on a monthly basis, by the 15th day of the following month, a detailed report of Major Credit Card Receivables and Inventory of such Loan Party; provided that if a Borrowing Base Certificate is otherwise then required to be delivered on a weekly basis pursuant to clause (h) above as a result of the occurrence of a Combined Availability Threshold Event, then such report shall be delivered for such week at the time the Borrowing Base Certificate for such week is or would be required to be delivered; and (j) certificates with the delivery of each of the foregoing, a certificate of such Loan Party executed by an officer of Ideal thereof certifying as to the accuracy and completeness of the foregoing;.

Collateral Reporting. it will Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agents with the following documents at the following times in a form satisfactory to the Agent: Agents (a) on a weekly monthly basis on each Wednesday based on figures or more frequently as of the previous Friday, either Agent may reasonably request (i) a Borrowing Base Certificate incorporatingin the form of Exhibit I hereto (or such other form as the Administrative Agent may require), inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by locationii) based on the perpetual inventory reports by category and location (with such further details as to the mix of Inventory as either Agent may request; ), and (iii) agings of accounts payable; (b) upon requestreasonable request of either Agent (i) the stock status reports of Borrower, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of invoicescustomer statements and credit memos, credit notesremittance advices and reports, and copies of deposit slips and bank statements, (ix) copies of shipping and delivery documents; , (cx) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company; Borrower, (ixi) reports by retail store location of sales and operating profits for each such retail store location (xii) reports of sales for each category of Inventory and (xiii) the monthly statements received by Borrower from any Credit Card Issuers or Credit Card Processors, together with such additional information with respect thereto as shall be sufficient to enable the Agents to monitor the transactions pursuant to the Credit Card Agreements; and (c) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent Agents shall reasonably request from time to time; and (j) certificates . If any of Borrower’s records or reports of the Collateral are prepared or maintained by an officer of Ideal certifying as accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the foregoing;Agents and to follow the instructions of the Agents with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. it will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, (a) Provide Agent with the following documents at the following times in form satisfactory to the Agent: : (a) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (ei) on a monthly basis, as soon as practicable but in any event by no later than the 30th day of each month during the term of this agreement, (A) a Borrowing Base Certificate dated as of the last day of the immediately preceding month (a "Month End Borrowing Base Certificate"), (B) a report listing reconciling the top ten balance owing to each Material Carrier according to Borrower's records with the amount claimed by such Material Carrier as being owed by Borrower together with a certificate from an officer of Borrower stating that there are no material disputes with any material carriers except as are set forth in such certificate, and (10C) customers of Ideal during that month, providing (i) details a calculation of the level of sales made to each such customerDilution for the prior month; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable weekly basis, by no later than the 10th 2nd Business Day following the last day of each week (for which purpose, weeks shall be deemed to end at the following close of business on each Friday) a report detailing Borrower's available cash, Collections for the then current month, together with and planned disbursements for the week following the date of such report; (iii) on a specific breakdown (in reasonable detail) quarterly basis, a detailed list of the monthly ageings of accounts payable Borrower's customers delivered to Customer List Escrow Agent pursuant to the largest ten supplier creditors of Ideal Customer List Escrow Agreement; and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (iiv) such other reports as to the Collateral and or the Accounts (and each financial condition of Borrower hereby authorises the as Agent to make enquiries of its customers in this respect) as the Agent shall may reasonably request from time to time; and. (jb) certificates of an officer of Ideal certifying If at any time, Availability, as determined based on a Month End 50 Borrowing Base Certificate, is less than $7,500,000, then until such time as Availability, as determined based on a subsequent Month End Borrowing Base Certificate exceeds $7,500,000, Borrower shall deliver any and all reports, certificates, and other information required to the foregoing;be delivered pursuant to Section 6.2(a) on a weekly basis, or as frequently as Agent may otherwise reasonably request.

Collateral Reporting. it will Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in a form satisfactory to the Agent: Lender: (a) on a weekly regular basis on each Wednesday based on figures as required by Lender, proof to the satisfaction of Lender, of the previous Fridaytimely payment of all fees, allowances, rebates or other payments required to be made by Borrower under any Slotting Contract; (b) on a Borrowing Base Certificate incorporatingweekly basis, inter alia, on the third Business Day of each week (i) a schedule of credit notesAccounts, a summary sales made, credits issued and cash received, including copies of collections of accounts receivableany statements related to the foregoing rendered to customers for such period, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, and (ii) a report of credits for returns for the Inventory balance (by location) based on the perpetual inventory reports prior week, stated in dollars and as a percentage of gross sales for such further details as the Agent may request; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; period; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing on or before the top ten tenth (1010th) customers Business Day of Ideal during that monthsuch month for the immediately preceding month or more frequently as Lender may request, providing (i) details agings of the level of sales made to each such customer; accounts payable, lease payables, slotting fees payable and other payables, (ii) details reports of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; rebates and customer discounts and (iii) agings of Accounts (net of the amount of cash actually received from each such customer during the relevant month; 's returns and allowances on a basis consistent with historical practices); (fd) with effect from any Inventory Eligibility Date, upon Lender's request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date(i) copies of customer statements and credit memos, a quarterly report remittance advices and reports, and copies of all Inventory based on a physical stock count; deposit slips and bank statements, (gii) monthly ageings copies of accounts payable no later than the 10th day of the following monthshipping and delivery documents, together with a specific breakdown and (in reasonable detailiii) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company; Borrower; (ie) as frequently as required to keep Lender promptly informed, a report of all new Slotting Contracts proposed to be entered into by Borrower, which reports must be rendered ten (10) Business Days prior to the entering of any such Slotting Contracts by Borrower; (f) as frequently as required to keep Lender promptly informed, a report of the assertion of all claims, offsets, defenses or counterclaims by any account debtor, and all disputes with account debtors, or any settlement, adjustment or compromise thereof; and (g) such other reports as to the Collateral and or other property which is security for the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) Obligations as the Agent Lender shall reasonably request from time to time; and (j) certificates . If any of Borrower's records or reports of the Collateral or other property which is security for the Obligations are prepared or maintained by an officer accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Lender and to follow Lender's instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will provide (a) Provide, or cause to be provided, to the Administrative Agent, a Borrowing Base Certificate (i) on or before the tenth (10th) Business Day of each calendar month for the preceding calendar month-end, (ii) during the continuance of an Availability Triggering Event, on each Wednesday (with respect to the week ending the previous Friday) or any later date approved by the Administrative Agent in its sole discretion, and (iii) if, on any date, the average per unit market value of Eligible Inventory has declined by more than 20% from that reported on the then most recently delivered Borrowing Base Certificate (as reasonably determined by the Administrative Agent or the Borrower), within three Business Days after such date, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, with the following documents at the following times in form reasonably satisfactory to the Administrative Agent and containing the information identified in Schedule 6.14. If any of the Loan Parties’ records or reports of the Collateral required to be delivered pursuant to this Agreement or any other Loan Document are prepared by an accounting service or other agent, each Loan Party hereby authorizes such service or agent to deliver such records or reports to the Administration Agent: , for distribution to the Lenders. Without limiting the foregoing, the Borrower may, at or prior to the closing of a Permitted Business Acquisition (a) but subject to any review of the acquired Borrower’s Eligible Accounts and Eligible Inventory as required by the definitions of such terms), deliver a revised Borrowing Base Certificate showing the Borrowing Base on a weekly basis on each Wednesday based on figures Pro Forma Basis after giving effect to such acquisition, which would be effective for purposes of Borrowing as of the previous Fridaytime of the closing of such Permitted Business Acquisition and, a for the avoidance of doubt, demonstrating compliance with the requirements of clause (iii) of the definition thereof. The Borrower shall be permitted upon notice of such election to the Administrative Agent to deliver an updated Borrowing Base Certificate incorporatingmore frequently than monthly (as specified in such notice); provided that in such case, inter aliathe Borrower shall, a schedule for the immediately following 90 days, deliver an updated Borrowing Base Certificate with the same frequency as the frequency specified in such notice. (b) Deliver to the Administrative Agent, at the request of credit notesthe Administrative Agent, (i) concurrently with the delivery of each Borrowing Base Certificate, a summary of collections of accounts receivable, Inventory by location and type with a schedule of Accounts created since the last such schedule, supporting perpetual Inventory report consistent with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customerpast practice; (ii) details concurrently with the delivery of any credit notes issued each Borrowing Base Certificate, a monthly trial balance showing Accounts outstanding aged from due date as follows: current, 1 to each 30 days, 31 to 60 days and 61 days or more, (iii) from time to time, such customer other information with respect to the Borrowing Base or any other account adjustments made reports delivered under this Section 6.14 as shall be requested by the Administrative Agent in respect of such customerits reasonable discretion; and (iiiiv) at the amount time of cash actually received from delivery of each such customer during of the relevant monthly financial statements delivered pursuant to Section 6.04(c); (A) a reconciliation of the most recent Borrowing Base and month; -end Inventory reports by location to Borrower’s general ledger and monthly financial statements delivered pursuant to Section 6.04(c); (fB) with effect from any Inventory Eligibility Datea reconciliation of the accounts receivable aging to the Borrower’s most recent Borrowing Base Certificate, upon request, general ledger and monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; financial statements delivered pursuant to Section 6.04(c); (gC) monthly ageings an aging of accounts payable no later than the 10th day of the following month, together with and a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect reconciliation of such accounts payable aging to Borrower’s general ledger and each such supplier; monthly financial statements delivered pursuant to Section 6.04(c); and (hD) with effect from in the case of any Inventory Eligibility Datemonthly financial statements delivered for the last month of a fiscal quarter, upon requesta listing of government contracts, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by including those that Trading Company; (i) such other reports as are subject to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries Federal Assignment of its customers in this respect) as the Agent shall request from time to time; and (j) certificates Claims Act of an officer of Ideal certifying as to the foregoing;1940.

Collateral Reporting. it will (a) Borrowing Base Parties shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in a form satisfactory to the AgentAgent as determined by Agent in good faith: (ai) on each Business Day, schedules of sales made, credits issued and cash received; provided, that, Borrowing Base Parties shall not be required to comply with the terms of this clause (i) unless an Event of Default shall have occurred or Excess Availability was less than $15,000,000 for three (3) consecutive days; (ii) on a weekly basis or more frequently as Agent may request in good faith, (A) Precious Metals Inventory reports (broken down by Precious Metals Inventory that is owned and Precious Metals Inventory that is on each Wednesday based on figures as consignment) by location, type and category (and including the amounts of such Inventory and the previous Fridayvalue thereof at any leased location and at premises of warehouses, processors or third parties), (B) a Borrowing Base Certificate incorporatingsetting forth the calculation of the Borrowing Base as to Accounts and Precious Metals Inventory as of the last Business Day of the immediately preceding week, inter aliaduly completed and executed by the chief financial officer of Administrative Borrower, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed (including a schedule of all Accounts of each Borrowing Base Party created, collections received and credit notesmemos issued on a daily basis), a summary of collections of accounts receivableand (C) an Account roll-forward with supporting details supplied from sales journals, a schedule of Accounts created since the last such schedulecollection journals, with effect from credit registers and any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may requestother records; (biii) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than as soon as possible after the 10th day end of each month (but in respect any event within fifteen (15) Business Days after the end thereof), on a monthly basis, or more frequently as Agent may request if an Event of Default shall have occurred or if Excess Availability was less than $15,000,000 for three (3) consecutive days, (A) a Borrowing Base Certificate setting forth the calculation of the Borrowing Base as to Inventory (other than Precious Metals Inventory) as of the last Business Day of the immediately preceding month, duly completed and executed by the chief financial officer of Administrative Borrower, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed (including a schedule of all Accounts of each Borrowing Base Party created, collections received and credit memos issued on a daily basis), (B) perpetual inventory reports, (C) inventory reports (excluding Precious Metals Inventory) by location, type and category (and including the amounts of such Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), which shall also break down such reports between the inventory of H&H Tube, Camdel, Micro-Tube, the Strandflex division of Maryland Wire and all other inventory of Maryland Wire, (D) a detailed calculation of Inventory categories that are not eligible for the Borrowing Base; (E) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), (F) a detailed calculation of those Accounts that are not eligible for the Borrowing Base, (G) agings of accounts payable (and including information indicating the amounts owing to owners and lessors of leased premises, warehouses, processors and other third parties from time to time in possession of any Collateral), (H) a report of all inventory consigned to any Borrowing Base Party or otherwise owned by a third party which is in the possession or control of a Borrowing Base Party, (I) a description of all arrangements relating to Commodity Hedging Obligations (including all liabilities and potential liabilities owing to securities and commodities intermediaries) entered into during the immediately preceding month and the cash, Cash Equivalents and Canadian Cash Equivalents and other assets of Borrowers and Guarantors held by such intermediaries, brokers and dealers, (J) a detailed reporting of Borrowers’ and their Subsidiaries intercompany activity, (K) a detailed report regarding Borrowers’ and their Subsidiaries’ cash, Cash Equivalents and Canadian Cash Equivalents, (L) a monthly Account roll-forward, in a format acceptable to Agent in its discretion, tied to the beginning and ending account receivable balances of Borrowers’ general ledgers, and (M) a detailed report of all slow moving and obsolete Inventory; (div) monthly perpetual inventory reports by category to be delivered no later than the 10th day upon Agent’s request in good faith, (A) copies of each month in respect customer statements, purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of the immediately preceding month; deposit slips and bank statements, (eB) on a monthly basiscopies of shipping and delivery documents, a report listing the top ten (10C) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company;any Borrower or Guarantor, (D) a list of Borrowers’ and their Subsidiaries’ customers, with addresses and contact information, (E) notice of all claims, offsets, or disputes asserted by Account Debtors with respect to Borrowers’ and their Subsidiaries’ Accounts, (F) copies of invoices together with corresponding shipping and delivery documents, and credit memos together with corresponding supporting documentation, with respect to invoices and credit memos in excess of an amount determined in the sole discretion of Agent, from time to time, (G) a report regarding Borrowers’ and their Subsidiaries’ accrued, but unpaid, taxes including, without limitation, property taxes, real estate taxes, ad valorem taxes, income taxes, payroll taxes and withholding taxes (Canadian or otherwise), (H) a detailed report by customer of all deferred revenue, together with a reconciliation of such deferred revenue to Parent’s general ledger accounts and monthly financial statements, (I) a detailed reporting of any deemed dividend tax liability, and (J) a reconciliation of Accounts, trade accounts payable, and Inventory of Borrowers’ general ledger accounts to their monthly financial statements including any book reserves related to each category; and (iv) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall in good faith request from time to time; and. (jb) certificates If any Borrower’s or Guarantor’s records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, such Borrower and Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Ideal certifying as Default exists or has occurred and is continuing. (c) All of the documents, reports and schedules provided by or on behalf of any Borrower or Guarantor to Agent hereunder for Receivables payable in any currency other than US Dollars and Inventory located outside the United States of America shall set forth the US Dollar Equivalent for the amount of the Receivables and Value of the Inventory included in any such documents, reports or schedules. For purposes hereof, Agent may, at its option, provide to Administrative Borrower, at least five (5) Business Day prior to the date any such documents, reports or schedules are required to be provided by Borrowers or Guarantors to Agent hereunder, the Exchange Rates required to set forth the US Dollar Equivalent in such documents, reports and schedules and in the event Agent does not do so, Borrowers shall use such rates of exchange with respect to the applicable currencies as Borrowers and Guarantors use for such purpose in the ordinary course of business consistent with current practices as of the date hereof and shall identify such rates of exchange in any such documents, reports and schedules. (d) Nothing contained in any Borrowing Base Certificate shall be deemed to limit, impair or otherwise affect the rights of Agent or any Lender contained herein and in the event of any conflict or inconsistency between the calculation of a Borrowing Base as set forth in any Borrowing Base Certificate and as determined by Agent in good faith, the good faith determination of Agent shall govern and be conclusive and binding upon Borrowers and Guarantors, absent manifest error. Without limiting the foregoing;, Borrowing Base Parties shall furnish to Agent any information which Agent may reasonably request regarding the determination and calculation of any of the amounts set forth in any Borrowing Base Certificate. (e) Borrowers agree to use their commercially reasonable efforts in cooperation with Agent to facilitate and implement a system of electronic collateral reporting in order to provide electronic reporting of each of the items set forth in Section 7.1(a) hereof.

Collateral Reporting. it will (a) Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in a form satisfactory to the Agent: (ai) on a weekly basis on each Wednesday based on figures as of soon as possible after the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day end of each month (but in respect of any event within fifteen (15) Business Days after the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) end thereof), on a monthly basis, and at any time during an Availability Compliance Period, more frequently as Agent may request: (A) Inventory reports by category, (B) a report listing Collateral mix report, in form and substance satisfactory to Agent, certified by either the top ten Principal Accounting Officer or the Principal Financial Officer of each Borrower; (10C) customers a certified calculation of Ideal the Borrowing Base and the Borrowers’ Excess Availability, which shall be at least $7,500,000, substantially in the form of Exhibit B hereto (a “Borrowing Base Certificate”), which certificate shall include the calculation of Net Amount of Eligible Credit Card Receivables, Net Amount of Eligible Damaged Goods Vendors Receivables and Net Amount of Eligible Sell-Off Vendors Receivables after giving effect to the assertion of any claims, offsets, defenses or counterclaims by any account debtor, or any disputes with account debtors, or any settlement, adjustment or compromise thereof; provided, that a Borrowing Base Certificate shall be delivered weekly during that any Availability Compliance Period; and (D) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by any Borrower or Guarantor during the immediately preceding month, providing (i) details subject to year-end or periodic adjustments, certified by the principal accounting officer or principal financial officer of the level of sales made to each such customer; Borrower as true and correct; (ii) details as soon as possible after the end of each fiscal quarter (but in any event within fifteen (15) Business Days after the end thereof), on a quarterly basis, or during any Availability Compliance Period, more frequently as Agent may request, (A) perpetual Inventory reports by location and category (and including the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, bailees or other third parties in possession of the Collateral); (B) a report detailing Inventory turnover, (C) the addresses of all new retail store locations of any credit notes issued to Borrower or Guarantor opened, and existing retail store locations closed or sold, in each such customer case during the immediately preceding fiscal quarter, certified by the principal accounting officer or principal financial officer of each Borrower as true and correct, and (D) a report of all deposit accounts (including without limitation local retail store deposit accounts) opened by any other Borrower or Guarantor with any bank during the immediately preceding fiscal quarter, which report shall include the Borrower or Guarantor in whose name the account adjustments made in respect is maintained, the account number of such customer; account, the name and address of the bank at which such account is maintained, the purpose of such account and the amount held in such account if any, on or about the date of such report; (iii) upon the amount of cash actually received from each such customer occurrence and during the relevant month; (f) with effect from any Inventory Eligibility Datecontinuance of an Event of Default or during such time as Agent performs an audit or examination of the Borrowers and Guarantors, upon Agent’s reasonable request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date(a) amounts owing to owners and lessors of retail store locations, a quarterly report (b) copies of all Inventory based on a physical stock count; bank statements, (gc) monthly ageings copies of accounts payable no later than the 10th day of the following monthshipping and delivery documents, together with a specific breakdown and (in reasonable detaild) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Companyany Borrower or Guarantor; (iiv) upon Agent’s reasonable request, (a) reports of sales for each category of Inventory, (b) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to each Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (c) copies of remittance advices and reports, (d) copies of bank statements relating to the Blocked Accounts, (e) reports by retail store location of sales and operating profits for each such retail store location, and (f) agings of accounts payable (and including information indicating the amounts owing to owners and lessors of leased premises (except for the retail store locations), warehouses, fulfillment centers, bailees and other third parties from time to time in possession of any Collateral); (v) upon the occurrence and during the continuance of an Event of Default, as frequently as Agent may request, (a) the monthly statements received by any Borrower or Guarantor or any of its Affiliates from any Credit Card Issuers or Credit Card Processors, together with such additional information with respect thereto as shall be sufficient to enable Agent to monitor the transactions pursuant to the Credit Card Agreements, (b) a report of credit card sales during the preceding month, including the amount of the chargebacks, fees, factored receivables, and credits with respect thereto and providing an aging of such sales identifying those outstanding more than five (5) days since the sale date giving rise thereto, (c) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, and (d) a report reconciling the amount of Non-Borrower Receivables received by or into the account of any Borrower and remitted by such Borrower or another Person at the direction of such Borrower to or for the account of World Bank, Nevada Factoring or any other Person; and (vi) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; and. (jb) certificates If any Borrower’s or Guarantor’s records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, such Borrower or Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, with the following documents at the following times in form satisfactory (i) The Companies agree to furnish to the Agent: (1) (x) At all times when Unused Non-Supplemental Availability is not less than $0, monthly, delivered not more than seven (7) days after the end of each calendar month and (y) at all times when Unused Non-Supplemental Availability is less than $0 (determined at any time commencing on any Friday and continuing through the next Wednesday), on or before the Wednesday of each week as of the previous Friday (but more frequently upon the Agent’s reasonable request), a Borrowing Base Certificate certified by the treasurer or chief financial officer of the Funds Administrator (or any other authorized officer satisfactory to the Agent), together with such confirmatory schedules of Trade Accounts Receivable and Inventory (in form and substance satisfactory to the Agent) as the Agent reasonably may request. The Agent, in its sole discretion, may permit the Funds Administrator to access CIT’s System for the purpose (in addition to those set forth in Section 3.7) of completing and submitting Borrowing Base Certificates when required hereunder. The Agent will promptly provide to each Lender a copy of the Borrowing Base Certificate received from the Companies. (2) (a) (x) At all times when Unused Non-Supplemental Availability is not less than $0, monthly, delivered not more than seven (7) days after the end of each calendar month and (y) at all times when Unused Non-Supplemental Availability is less than $0 (determined at any time commencing on a weekly basis any Friday and continuing through the next Wednesday), on or before the Wednesday of each Wednesday based on figures week as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company;: (i) such other reports an Accounts Receivable Aging Report; (ii) an Available to Sell Report designated in Dollars in the form attached hereto as to Exhibit H; (iii) an Inventory Analysis Report on LDP Cost vs. LCM Cost in the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) form attached hereto as the Agent shall request from time to timeExhibit I; and (jiv) certificates of an officer of Ideal certifying a divisional status report detailing by division: (A) open customer orders detailed by “this year versus last year” and “TLC/FLC versus warehouse”; and (B) inventory detailed as to the foregoing;inventory on hand and in transit.

Collateral Reporting. it will (a) Borrowers shall provide Agent with the following documents in a form satisfactory to Agent: (i) as soon as possible after the end of each month (but in any event within fifteen (15) Business Days after the end thereof or, solely in the case of each month in 2007, within twenty (20) Business Days after the end thereof), on a monthly basis or more frequently as Agent may request if an Event of Default has occurred and is continuing or a Compliance Period exists, (A) general ledger inventory reports with respect to such inventory or, to the extent available, perpetual inventory reports with respect to such inventory, (B) inventory reports by location and category (with the amounts and value of Perishable Inventory specified and including the amounts of Inventory and the value thereof at premises of warehouses, processors or other third parties excluding leased locations), (C) agings of accounts receivable, (D) accounts payable reports (and including information indicating the amounts owing to owners and lessors of leased premises, warehouses, and other third parties from time to time in possession of any Collateral), (E) a Borrowing Base Certificate setting forth Administrative Borrower’s calculation of the Revolving Loans and Letter of Credit Accommodations available to Borrowers pursuant to the terms and conditions contained herein as of the last day of the immediately preceding period, duly completed and executed by an authorized officer of Administrative Borrower, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed; (ii) as soon as possible after the end of each month (but in any event fifteen (15) Business Days after the end thereof or, solely in the case of each month in 2007, within twenty (20) Business Days after the end thereof), on monthly a basis or more frequently as Agent may request if an Event of Default has occurred and is continuing or a Compliance Period exists, in each case certified by an authorized officer of Administrative Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by any Borrower or Guarantor in respect of each Trading Company, and on a consolidated and consolidating basis, with the following documents at the following times in form satisfactory to the Agent: (a) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; , (dB) monthly perpetual inventory reports by category to be delivered no later than the 10th day addresses of all new retail store locations and other new locations (including new warehouse locations) of Borrowers and Guarantors opened and existing retail store locations closed or sold, in each month in respect case since the date of the immediately preceding month; most recent certificate delivered to Agent containing the information required under this clause, and (eC) on a monthly basis, a report listing of any new deposit account established or used by any Borrower or Guarantor with any bank or other financial institution, including the top ten (10) customers of Ideal during that monthBorrower or Guarantor in whose name the account is maintained, providing (i) details the account number, the name and address of the level of sales made to each financial institution at which such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect is maintained, the purpose of such customeraccount and, if any, the amount held in such account on or about the date of such report; and and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports reports, documents and information as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; and. (jb) certificates If any Borrower’s or Guarantor’s records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, such Borrower and Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Ideal certifying Default has occurred and is continuing. (c) Nothing contained in any Borrowing Base Certificate shall be deemed to limit, impair or otherwise affect the rights of Agent contained herein and in the event of any conflict or inconsistency between the calculation of the Revolving Loans and Letter of Credit Accommodations available to Borrowers as to set forth in any Borrowing Base Certificate and as determined by Agent in accordance with the terms of this Agreement, the good faith determination of Agent shall govern and be conclusive and binding upon Borrowers. Without limiting the foregoing;, Borrowers shall furnish to Agent any information which Agent may reasonably request regarding the determination and calculation of any of the amounts set forth in the Borrowing Base Certificate.

Collateral Reporting. it will (a) Borrowers and Guarantors shall maintain complete and accurate books and records in all material respects with respect to the Collateral owned by it. Borrowers and Guarantors shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in a form reasonably satisfactory to the Agent: (ai) on a promptly after the end of (but in no event more than fifteen (15) Business Days thereafter) each fiscal month, so long as no Event of Default has occurred and is continuing and no Increased Reporting Period is then in effect (at any time an Event of Default has occurred and is continuing or if an Increased Reporting Period is in effect, weekly basis on each Wednesday based on figures as of (or if such day is not a Business Day, then the previous Fridaynext succeeding Business Day)), a Borrowing Base Certificate incorporatingsetting forth the calculation of the Borrowing Base and Borrowing Base II, inter aliaas applicable, as of the last Business Day of the immediately preceding fiscal month for monthly reporting (or the Friday of the immediately preceding week for weekly reporting) as to the Inventory, duly completed and executed by the chief financial officer, vice president of finance, treasurer, controller or other similar financial officer of Administrative Borrower (or if no such officer has been appointed or elected, the sole member of the Administrative Borrower), together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed, including but not limited to an inventory summary report by category as determined by Borrowers in accordance with their current and prior inventory management policies (and upon Agent’s reasonable request, upon the occurrence and during the continuance of an Event of Default letter of credit inventory summary) and identifying where such Inventory is located; (ii) promptly after the end of (but in no event more than fifteen (15) Business Days thereafter) each fiscal month, so long as no Event of Default has occurred and is continuing and no Increased Reporting Period is then in effect (at any time an Event of Default has occurred and is continuing or if an Increased Reporting Period is in effect, weekly on each Wednesday (or if such day is not a Business Day, then the next succeeding Business Day)), a schedule and aging of credit notesthe Borrowers’ accounts payable, delivered electronically in a text formatted file reasonably acceptable to Agent; (iii) promptly after the end of (but in no event more than fifteen (15) Business Days thereafter) each fiscal month, so long as no Event of Default has occurred and is continuing and no Increased Reporting Period is then in effect (at any time an Event of Default has occurred and is continuing or if an Increased Reporting Period is in effect, weekly on each Wednesday (or if such day is not a Business Day, then the next succeeding Business Day)), inventory summary reports by location and category of Inventory (including the amounts of Inventory and the aggregate value thereof at each retail store location and at premises of warehouses or other third parties or is consigned Inventory); and (iv) in connection with the delivery of the financial statements pursuant to Section 9.6(a)(i) and Section 9.6(a)(ii), a summary compliance certificate by the chief financial officer, vice president of collections finance, treasurer or controller or other similar financial or senior officer of accounts receivableAdministrative Borrower (or if no such officer has been appointed or elected, the sole member of Administrative Borrower) consisting of: (1) a schedule statement confirming there are no material past due amounts owing to owners and lessors of Accounts created leased premises (including retail store locations), warehouses, fulfillment centers, processors, custom brokers, freight forwarders and other third parties from time to time in possession of any Collateral having an aggregate Value (with respect to Inventory or Equipment) or an aggregate value (with respect to all other Collateral) equal to or greater than $250,000, (2) the addresses of all new retail store or distribution center locations of Borrowers and Guarantors opened and existing retail store or distribution center locations closed or sold, in each case since the last such schedule, with effect from any Inventory Eligibility Date, a report date of the Inventory balance most recent certificate delivered to Agent containing the information required under this clause, (3) a list of any new Deposit Account established by locationany Borrower or Guarantor with any bank or other financial institution, including the Borrower or Guarantor in whose name the account is maintained, the account number, the name and address of the financial institution at which such account is maintained, the purpose of such account and, if any, the amount held in such account on or about the date of such compliance certificate, and (4) based on a statement that all sales and use taxes have been paid when due as of the perpetual inventory reports date of the compliance certificate, except as specifically described in such compliance certificate and except where the non-payment of such further details as the Agent may request;sales and use taxes involves an aggregate amount of less than $200,000. (b) upon Upon Agent’s reasonable request, Borrowers shall provide Agent with the following documents in a form reasonably satisfactory to Agent: (i) perpetual inventory summary reports by sku for each retail store location, (ii) summary reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (iii) a report of aggregate credit card sales for the requested period, including the amount of the chargebacks, fees, and credits with respect thereto and providing an aging of such related Receivables identifying those outstanding more than five (5) Business Days since the sale date giving rise thereto, and (iv) true, correct and complete copies of invoicesall agreements, credit notes, shipping documents and delivery documents;instruments relating to any Permitted Acquisition which Agent has not otherwise received; and (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon Upon Agent’s reasonable request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) Borrowers shall provide such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; . If any Borrower’s or Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, such Borrower and Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and (j) certificates of an officer of Ideal certifying as , subject to the foregoing;Intercreditor Agreement, to follow Agent’s instructions with respect to further reasonable services, in each case, at any time that an Event of Default has occurred and is continuing.

Collateral Reporting. it will (a) Borrowers and Guarantors shall maintain complete and accurate books and records in all material respects with respect to the Collateral owned by it. Borrowers and Guarantors shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in a form reasonably satisfactory to the Agent: (ai) on a weekly basis on (A) promptly after the end of (but in no event more than fifteen (15) Business Days thereafter) (x) each Wednesday based on figures as fiscal quarter or (y) each fiscal month to the extent that aggregate sum of the previous FridayLoans and Letters of Credit outstanding are greater than $20,000,000 at any time during the thirty days prior to the last day of such fiscal month, in each case, so long as no Event of Default has occurred and is continuing and no Increased Reporting Period is then in effect, a Borrowing Base Certificate incorporatingsetting forth the calculation of the Borrowing Base as of the last Business Day of the immediately preceding fiscal month for monthly reporting (or the last Business Day of the immediately preceding fiscal quarter for quarterly reporting) and (B) no more than three (3) Business Days following the last Business Day of each calendar week at any time an Event of Default has occurred and is continuing or an Increased Reporting Period is then in effect, inter aliaa Borrowing Base Certificate setting forth the calculation of the Borrowing Base as of the last Business Day of the immediately preceding calendar week, in each case, duly completed and executed by the chief financial officer, vice president of finance, treasurer, controller or other similar financial officer of Administrative Borrower, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed, including but not limited to an inventory summary report by category as determined by Borrowers in accordance with their current and prior inventory management policies (and upon Agent’s reasonable request, upon the occurrence and during the continuance of an Event of Default letter of credit inventory summary) and identifying where such Inventory is located; (ii) promptly after the end of (but in no event more than fifteen (15) Business Days thereafter) (x) each fiscal quarter or (y) each fiscal month to the extent that aggregate sum of the Loans and Letters of Credit outstanding are greater than $20,000,000 at any time during the thirty days prior to the last day of such fiscal month, in each case, so long as no Event of Default has occurred and is continuing and no Increased Reporting Period is then in effect (and more frequently as Agent may reasonably require at any time an Event of Default has occurred and is continuing or an Increased Reporting Period is then in effect), a schedule and aging of credit notesthe Borrowers’ accounts payable, delivered electronically in a text formatted file acceptable to Agent; (iii) promptly after the end of (but in no event more than fifteen (15) Business Days thereafter) (x) each fiscal quarter or (y) each fiscal month to the extent that the aggregate sum of the Loans and Letters of Credit outstanding are greater than $20,000,000 at any time during the thirty days prior to the last day of such fiscal month, in each case, so long as no Event of Default has occurred and is continuing and no Increased Reporting Period is then in effect (and more frequently as Agent may reasonably require at any time an Event of Default has occurred and is continuing or an Increased Reporting Period is then in effect), inventory summary reports by location and category of Inventory (including the amounts of Inventory and the aggregate value thereof at each retail store location and at premises of warehouses or other third parties or is consigned Inventory); and (iv) in connection with the delivery of the financial statements pursuant to Section 9.6(a)(i) and Section 9.6(a)(ii), a summary compliance certificate by the chief financial officer, vice president of collections finance, treasurer or controller or other similar financial or senior officer of accounts receivableAdministrative Borrower (or if no such officer has been appointed or elected, the sole member of Administrative Borrower) consisting of: (1) a schedule statement confirming there are no material past due amounts owing to owners and lessors of Accounts created leased premises (including retail store locations), warehouses, fulfillment centers, processors, custom brokers, freight forwarders and other third parties from time to time in possession of any Collateral having a Value equal to or greater than $250,000, (2) the addresses of all new retail store or distribution center locations of Borrowers and Guarantors opened and existing retail store or distribution center locations closed or sold, in each case since the last such schedule, with effect from any Inventory Eligibility Date, a report date of the Inventory balance most recent certificate delivered to Agent containing the information required under this clause, (3) a list of any new Deposit Account established by locationany Borrower or Guarantor with any bank or other financial institution, including the Borrower or Guarantor in whose name the account is maintained, the account number, the name and address of the financial institution at which such account is maintained, the purpose of such account and, if any, the amount held in such account on or about the date of such compliance certificate, and (4) based on a statement that all sales and use taxes have been paid when due as of the perpetual inventory reports date of the compliance certificate, except as specifically described in such compliance certificate and except where the non-payment of such further details as the Agent may request;sales and use taxes involves an aggregate amount of less than $200,000. (b) upon Upon Agent’s reasonable request, Borrowers shall provide Agent with the following documents in a form reasonably satisfactory to Agent: (i) perpetual inventory summary reports by sku for each retail store location, (ii) summary reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (iii) a report of aggregate credit card sales for the requested period, including the amount of the chargebacks, fees, and credits with respect thereto and providing an aging of such related Receivables identifying those outstanding more than five (5) Business Days since the sale date giving rise thereto, and (iv) true, correct and complete copies of invoicesall agreements, credit notes, shipping documents and delivery documents;instruments relating to any Permitted Acquisition which Agent has not otherwise received; and (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon Upon Agent’s reasonable request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) Borrowers shall provide such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; and (j) certificates . If any Borrower’s or Guarantor’s records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, such Borrower and Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further reasonable services, in each case, at any time that an Event of Ideal certifying as to the foregoing;Default has occurred and is continuing.

Collateral Reporting. it will (a) Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in a form satisfactory to the AgentLender: (ai) on a regular basis as required by Lender, a schedule of sales made, credits issued and cash received; (ii) as soon as possible after the end of each calendar week (but in any event within five (5) days after the end thereof), on a weekly basis or more frequently as Lender may request, (A) perpetual inventory reports, and (B) inventory reports by location and category (including identifying Inventory at locations owned and operated by third parties or on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since consignment); (iii) the last such schedule, with effect from any Inventory Eligibility Dateday of each month or more frequently as Lender may request, a report of the Value of the Inventory balance (of Borrower sold to Mohawk during the period covered by location) based such report and located on the perpetual inventory reports and such further details as the Agent may requestpremises of Mohawk; (biv) as soon as possible after the end of each month (but in any event within ten (10) days after the end thereof), on a monthly basis or more frequently as Lender may request, (A) agings of accounts payable (and including information indicating the status of payments to owners and lessors of the leased premises of Borrower), (B) agings of accounts receivable (together with a reconciliation to the previous month's aging and general ledger) and (C) the "sku report" in the form annexed hereto as Exhibit 7.1 hereto, which report shall include the supply of Inventory of Borrower then on-hand; (v) upon Lender's reasonable request, (A) copies of invoicescustomer statements and credit memos, credit notesremittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iiiC) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading CompanyBorrower; (ivi) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent Lender shall reasonably request from time to time; and (jb) certificates If any of Borrower's records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Lender and to follow Lender's instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will (a) Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in a form reasonably satisfactory to the AgentLender: (ai) on a weekly basis on each Wednesday based on figures or more frequently as of the previous Friday, a Borrowing Base Certificate incorporating, inter aliaLender may reasonably request, a schedule of credit notessales made, credits issued and cash received, (ii) on a summary of collections monthly basis or more frequently as Lender may reasonably request, (A) agings of accounts receivablepayable (including the status of payments to owners and lessors of the leased premises of Borrowers and the sales agent, warehouses and processors used by Borrowers), (B) agings of accounts receivable (together with a schedule of Accounts created since reconciliation to the last such scheduleprevious month's aging and to its general ledger), with effect from any Inventory Eligibility Date(C) perpetual inventory reports by category and location, (D) a report of all liability accounts that reflect consideration payable by Borrowers to customers and other concessions to customers including Buy-Back Obligations and reserves for such obligations, store resets, markdowns, Co-Op Advertising and volume rebates, Conversion Obligations, non-recurring special contract consideration and items similar to any of the Inventory balance foregoing, as Lender may reasonably request and (by locationE) based on a statement of the perpetual inventory reports outstanding loans and such further details payments made, and Accounts owing to, Affiliates as of the Agent may request; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th last day of each month in respect of the immediately preceding month; (diii) monthly perpetual inventory reports by category to be delivered no later than the 10th day upon Lender's reasonable request, (A) copies of each month in respect customer statements and credit memos, remittance advices and reports, and copies of the immediately preceding month; deposit slips and bank statements, (eB) on a monthly basiscopies of shipping and delivery documents, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iiiC) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading CompanyBorrowers; (iiv) when entered into, contracts giving rise to Buy-Back Obligations and Conversion Obligations and prompt written notice of any other agreement with any customer to provide concessions or make payments to such customer (including contract consideration, store resets, markdowns, volume rebates and procurement costs); and (v) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent Lender shall reasonably request from time to time; and. (jb) certificates If any of Borrower's or Guarantor's records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, each Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Lender and to follow Lender's instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will provide On or before the 15th Business Day of each month from and after the Execution Date, and at such other times as may be requested by the Administrative Agent, as of the period then ended, all delivered electronically in a text formatted file acceptable to the Administrative Agent; (i) a detailed aging of the Company’s Accounts, including all invoices aged by invoice date and due date (with an explanation of the terms offered), prepared in a manner reasonably acceptable to the Administrative Agent, together with a summary specifying the name, address and balance due for each case in respect of each Trading Account Debtor; (ii) a schedule detailing the Company’s Inventory, and on a consolidated and consolidating basis, with the following documents at the following times in form satisfactory to the Administrative Agent:, (1) by location (showing Inventory in transit and any Inventory located with a third party under any consignment, bailee arrangement or warehouse agreement), by class (raw material, work-in-process and finished goods), by product type, and by volume on hand, which Inventory shall be valued at the lower of cost (determined on a first-in, first-out basis) or market and adjusted for Reserves as the Administrative Agent has previously indicated to the Company are deemed by the Administrative Agent to be appropriate, and (2) including a report of any variances or other results of Inventory counts performed by the Company since the last Inventory schedule (including information regarding sales or other reductions, additions, returns, credits issued by the Company and complaints and claims made against the Company); (aiii) on a weekly basis on each Wednesday based on figures as worksheet of calculations prepared by the Company to determine Eligible Accounts, Eligible Unbilled Accounts and Eligible Inventory, such worksheets detailing the Accounts and Inventory excluded from Eligible Accounts, Eligible Unbilled Accounts and Eligible Inventory and the reason for such exclusion; (iv) a reconciliation of the previous Friday, a Company’s Accounts and Inventory between (A) the amounts shown in the Company’s general ledger and financial statements and the reports delivered pursuant to clauses (i) and (ii) above and (B) the amounts and dates shown in the reports delivered pursuant to clauses (i) and (ii) above and the Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable delivered pursuant to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; paragraph (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect above as of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall request from time to timedate; and (jv) certificates a reconciliation of an officer of Ideal certifying as the loan balance per the Company’s general ▇▇▇▇▇▇ to the foregoing;loan balance under this Agreement.

Collateral Reporting. it will (a) Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in a form satisfactory to the AgentAgent as determined by Agent in good faith: (ai) [Intentionally omitted]; (ii) at the time of delivery to the First Lien Agent, a copy of any Borrowing Base Certificates (as such term is defined in the First Lien Loan Agreement); (iii) [Intentionally omitted]; (iv) as soon as possible after the end of each month (but in any event within thirty (30) days after the end thereof), on a weekly monthly basis on each Wednesday based on figures or more frequently as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; , (bA) upon requesta reconciliation of Accounts, copies trade accounts payable, and Inventory of invoicesBorrowers’ general ledger accounts to their monthly financial statements including any book reserves related to each category, credit notes, shipping and delivery documents; (cB) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten regarding Borrowers’ and their Subsidiaries’ accrued, but unpaid, taxes including, without limitation, property taxes, real estate taxes, ad valorem taxes, income taxes, payroll taxes and withholding taxes (10Canadian or otherwise), (C) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such a detailed report by customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following monthdeferred revenue, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect reconciliation of such deferred revenue to Parent’s general ledger accounts payable and each such suppliermonthly financial statements, and (D) a detailed reporting of any deemed dividend tax liability; (hv) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company;[Intentionally omitted]; and (ivi) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall in good faith request from time to time; and, including, without limitation, a report regarding Borrowers’ and their Subsidiaries’ accrued, but unpaid, taxes including, without limitation, property taxes, real estate taxes, ad valorem taxes, income taxes, payroll taxes and withholding taxes (Canadian or otherwise), and a detailed reporting of any deemed dividend tax liability. (jb) certificates If any Borrower’s or Guarantor’s records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, such Borrower and Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Ideal certifying as Default exists or has occurred and is continuing. (c) All of the documents, reports and schedules provided by or on behalf of any Borrower or Guarantor to Agent hereunder for Receivables payable in any currency other than US Dollars and Inventory located outside the United States of America shall set forth the US Dollar Equivalent for the amount of the Receivables and Value of the Inventory included in any such documents, reports or schedules. For purposes hereof, Agent may, at its option, provide to Administrative Borrower, at least five (5) Business Day prior to the foregoing;date any such documents, reports or schedules are required to be provided by Borrowers or Guarantors to Agent hereunder, the Exchange Rates required to set forth the US Dollar Equivalent in such documents, reports and schedules and in the event Agent does not do so, Borrowers shall use such rates of exchange with respect to the applicable currencies as Borrowers and Guarantors use for such purpose in the ordinary course of business consistent with current practices as of the date hereof and shall identify such rates of exchange in any such documents, reports and schedules. (d) [Intentionally omitted]. (e) [Intentionally omitted].

Collateral Reporting. it will (a) Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in a form satisfactory to the Agent: (ai) on a weekly basis on as soon as possible after (1) the end of each Wednesday based on figures Fiscal Month (but in any event within fifteen (15) days after the end thereof) or (2) the end of each week (but in any event by no later than Thursday of the immediately following week) if Excess Availability is less than the Specified Amount as of the previous Fridaylast day of the immediately preceding Fiscal Month or week, as applicable, or (3) any request made by the Agent at any time or times, a Borrowing Base Certificate incorporating, inter alia, a schedule setting forth the calculation of credit notes, a summary the Borrowing Base as of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect Business Day of the immediately preceding monthweekly or monthly period as to the Inventory, duly completed and executed by the chief financial officer, vice president of finance, treasurer or controller of Administrative Borrower, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed, including but not limited to (A) a monthly aging of Credit Card Receivables identifying those outstanding more then five (5) Business Days since the sale date giving rise thereto and (B) an inventory summary report by category (and upon Agent’s request, letter of credit inventory) and identifying where such Inventory is located; (dii) monthly perpetual inventory reports by category to be delivered no later than as soon as possible after the 10th day end of each month Fiscal Month (but in respect of any event within fifteen (15) days after the immediately preceding month; (e) end thereof), on a monthly basis, a report listing or more frequently as Agent may request, (A) rollforward inventory reports supported by monthly updates of adjusted cost factors and intercompany eliminations (and including the top ten amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), (10B) customers list or agings of Ideal during that monthoutstanding accounts payable (and including information indicating the amounts owing to owners and lessors of leased premises, providing (i) details of the level of sales made warehouses, fulfillment centers, processors, custom brokers, freight forwarders and other third parties from time to each such customer; (ii) details time in possession of any credit notes issued to each such customer or any other account adjustments made in respect Collateral), and (C) a certificate of such customer; an authorized officer of Administrative Borrower certifying that sales and use tax collections, deposits and payments are current; (iii) as soon as possible after the amount end of cash actually received from each such customer during calendar month (but in any event within five (5) days after the relevant monthend thereof), on a monthly basis, or more frequently as Agent may request, a duly completed Applicable Margin Certificate, duly signed by an authorized officer of the Administrative Borrower; (fiv) with effect from as soon as possible after the end of each Fiscal Quarter (but in any Inventory Eligibility Dateevent within fifteen (15) Business Days after the end thereof), upon on a quarterly basis or more frequently as Agent may request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report by retail store location of all Inventory based on a physical stock countsales and operating profits for each such retail store location; (gv) monthly ageings upon Agent’s reasonable request, (A) reports of accounts payable no later than the 10th day sales for each category of the following monthInventory, together with a specific breakdown (B) reports of aggregate Inventory purchases and identifying items of Inventory in reasonable detail) of the monthly ageings of accounts payable transit to any Borrower or Guarantor related to the largest ten supplier creditors applicable documentary letter of Ideal credit and/or ▇▇▇▇ of lading number, (C) copies of remittance advices and details reports, and copies of the Inventory held by Ideal in respect deposit slips and bank statements, (D) copies of such accounts payable shipping and each such supplier; delivery documents, (hE) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading CompanyBorrowers and Guarantor, (F) reports of inventory subject to a license granted to a Borrower by a third party, identifying such inventory by item, source, licensor, royalties paid, royalties payable and applicable license agreement, and (G) a report of all Inventory purchased or sold by Borrowers on consignment; (ivi) upon Agent’s reasonable request, (A) copies of customer statements, purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents, and (C) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by any Borrower or Guarantor; and (vii) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; and. (jb) certificates Nothing contained in any Borrowing Base Certificate shall be deemed to limit, impair or otherwise affect the rights of an officer Agent contained herein and in the event of Ideal certifying any conflict or inconsistency between the calculation of the Borrowing Base as to set forth in any Borrowing Base Certificate and as determined by Agent in good faith, the determination of Agent shall govern and be conclusive and binding upon Borrowers and Guarantors. Without limiting the foregoing;, Borrowers shall furnish to Agent any information which Agent may reasonably request regarding the determination and calculation of any of the amounts set forth in any Borrowing Base Certificate. The Borrowing Base may be adjusted based on the information set forth in the reports received by Agent under Section 7.1(a)(i) above. If any Borrower’s or Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, such Borrower and Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services.

Collateral Reporting. it will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Provide Foothill with the following documents at the following times in form satisfactory to the AgentFoothill: (a) on a weekly basis on each Wednesday based on figures as of the previous FridayBusiness Day, a Borrowing Base Certificate incorporatingsales journal, inter aliacollection journal, a schedule and credit register for each of credit notesExotics, a summary of collections of accounts receivableClue▇▇, a schedule of Accounts created ▇▇d Celebrity since the last such schedule, with effect from any Inventory Eligibility Date, schedule and a report calculation of the Inventory balance (by location) based on the perpetual inventory reports and Borrowing Base as of such further details as the Agent may request; date, (b) upon requeston a monthly basis and, copies of invoicesin any event, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered by no later than the 10th day of each month in respect during the term of this Agreement, (1) a detailed calculation of the immediately preceding month; Borrowing Base for each of Exotics, Clue▇▇, ▇▇d Celebrity and on a consolidated basis, and (d2) a detailed aging, by total, of such Borrower's Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Foothill, (c) on a monthly perpetual inventory reports basis and, in any event, by category to be delivered no later than the 10th day of each month in respect during the term of the immediately preceding month; this Agreement, a summary aging, by vendor, of such Borrower's accounts payable and any book overdraft, (d) on a weekly basis, Inventory reports specifying such Borrower's cost of its Inventory by category, with additional detail showing additions to and deletions from its Inventory, (e) on a monthly basisupon request, a report listing the top ten (10) customers notice of Ideal during that monthall returns, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer disputes, or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; claims, (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase ordersinvoices in connection with its Accounts, invoicescustomer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with its Accounts and for Inventory and Equipment acquired by that Trading Company; such Borrower, purchase orders and invoices, (g) on a quarterly basis, a detailed list of such Borrower's customers, (h) upon request, such Borrower's electronic data; and (i) such other reports as to the Collateral or the financial condition of such Borrower or the financial condition and the Accounts (and each Borrower hereby authorises the Agent to make enquiries agings of its customers in this respect) Celebrity Hong Kong, as the Agent shall Foothill may request from time to time; and (j) certificates of an officer of Ideal certifying as to the foregoing;.

Collateral Reporting. it will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, with the following documents at the following times in form satisfactory Furnish to the Agent: (a) on a weekly basis on as soon as available, but in any event within 30 days after the end of each Wednesday based on figures as of the previous Fridaymonth, a Borrowing Base Certificate incorporatingreport, inter aliain form and substance reasonably satisfactory to Agent, setting forth a schedule statement of credit notesgross and net production and sales proceeds of all Hydrocarbons produced from the Oil and Gas Properties, a summary of collections of accounts receivable, a schedule of Accounts created since the last together with such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details other information as the Agent may reasonably request; (b) upon requestas soon as available, copies but in any event within 30 days after the end of invoiceseach quarterly period of each fiscal year, a report, in form and substance reasonably satisfactory to Agent, setting forth as of the last Business Day of such quarterly period, a summary of the hedging positions of each Loan Party under all Hedging Agreements (including any contracts of sale which provide for prepayment for deferred shipment or delivery of Hydrocarbons or other commodities) of each Loan Party, including the type, term, effective date, termination date and notional principal amounts or volumes, the hedged price(s), interest rate(s) or exchange rate(s), as applicable, and any new credit notes, shipping and delivery documentssupport agreements relating thereto; (ci) monthly ageings on or before March 1 of accounts receivable each year, a Reserve Report prepared by the Petroleum Engineers dated as of December 31 of the previous year; (ii) promptly upon written request by Agent, a Reserve Report prepared by the Petroleum Engineers dated as of the first day of the month during which Borrower receives such request; provided that, unless a Default or an Event of Default shall then be continuing, Agent may request, at Borrower’s cost and expense, no more than one additional Reserve Report during any 12-month period, with any additional requests for updated Reserve Reports during any such period to be delivered no later than at Agent’s cost and expense, and after the 10th day occurrence and during the continuance of a Default or Event of Default, Agent may, from time to time, request such Reserve Reports at the sole cost and expense of Borrower, in each month in respect case together with an accompanying report on, since the date of the immediately preceding monthlast Reserve Report previously delivered hereunder, Oil and Gas Property sales, Oil and Gas Property purchases and changes in categories concerning the Oil and Gas Properties owned by the Loan Parties which have attributable to them Proved Reserves and containing information and analysis with respect to the Proved Reserves of the Loan Parties as of the date of such report and the PV 10 Value; and (iii) together with each Reserve Report furnished pursuant to (i) or (ii), (A) any updated production history of the Proved Reserves of the Loan Parties as of such date, (B) the lease operating expenses attributable to the Oil and Gas Properties of the Loan Parties for the prior 12-month period, (C) any other information as to the operations of Borrower and its Subsidiaries as reasonably requested by Agent and (D) such additional data and information concerning pricing, quantities, volume of production and production imbalances from or attributable to the Oil and Gas Properties with respect thereto as Agent may reasonably request; (d) monthly perpetual inventory reports by category to be delivered no not later than 60 days after the 10th day end of each month March 31, June 30 and September 30 of each fiscal year of Borrower, a Reserve Report prepared as of each such date, which report may be prepared by (i) the Petroleum Engineers or (ii) petroleum engineers who are employees of Borrower or Operations, together with an accompanying report on Oil and Gas Property sales, Oil and Gas Property purchases and changes in respect categories since the date of the immediately preceding monthlast Reserve Report previously delivered under this Agreement, both in the same form and substance as the Reserve Reports referred to in Section 5.2(c), each such Reserve Report having been prepared by or at the direction of Borrower and (together with the related PV 10 Value calculation) having been certified in writing by the senior petroleum engineer of Borrower as to the truth and accuracy of the historical information utilized to prepare the Reserve Report and the estimates included therein; (e) on a monthly basisto the extent not previously disclosed to Agent, promptly upon the acquisition thereof, a report listing of any Hydrocarbon Interests or Real Property acquired by any Loan Party at a purchase price in excess of $5,000,000 and a listing of any Intellectual Property acquired by any Loan Party at a purchase price in excess of $1,000,000, in each case since the top ten (10) customers of Ideal during that month, providing (i) details date of the level most recent list delivered pursuant to this Section 5.2(e) (or, in the case of sales made to each the first such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) list so delivered, since the amount of cash actually received from each such customer during the relevant monthClosing Date); (f) reports, certifications, engineering studies, environmental assessments or other written material or data requested by, and in form, scope and substance reasonably satisfactory to, Agent or the Required Lenders, in the event that Agent or the Required Lenders at any time have a reasonable basis to believe that there may be a material violation of any Environmental Law or a condition at any Property owned, operated or leased by any Loan Party that could reasonably give rise to a Material Adverse Effect, or if an Event of Default has occurred and is continuing; provided that if any Loan Party fails to provide such reports, certifications, engineering studies or other written material or data within 75 days after the request of Agent or the Required Lenders, Agent shall have the right, at such Loan Party’s sole cost and expense, to conduct such environmental assessments or investigations as may reasonably be required to enable Agent and the Required Lenders to determine whether each of the Loan Parties is in material compliance with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock countEnvironmental Laws; (g) monthly ageings prior to any Disposition anticipated to generate in excess of accounts payable no later than the 10th day of the following month$1,000,000 in Net Cash Proceeds, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest at least ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect days prior written notice of such accounts payable Disposition, which notice shall (i) describe such Disposition or the nature and each material terms and conditions of such suppliertransaction and (ii) state the estimated Net Cash Proceeds anticipated to be received by any Loan Party; (h) with effect from any Inventory Eligibility within 60 days after the Closing Date, upon requesta listing of all Oil and Gas Properties of each Loan Party and each Subsidiary, copies including all contracts under which any Loan Party or Subsidiary has the right to earn, purchase or otherwise acquire an ownership or revenue interest in any Hydrocarbon Interests of purchase orders, invoicesany other Person, and delivery documents all other Real Property and Intellectual Property of any Loan Party or Subsidiary (in the case of Intellectual Property, limited to any individual item purchased or otherwise acquired for Inventory consideration in excess of $1,000,000), which are not, as of the Closing Date, encumbered, or purported to be encumbered, by a Lien in favor of Agent pursuant to the Security Documents, and Equipment acquired by that Trading Companywhich list shall be updated as prescribed in Section 5.3(a); (i) as soon as is practicable following the written request of Agent and in any event within 60 days after the end of each fiscal year, (i) a report in form and substance satisfactory to Agent and the Lenders outlining all material insurance coverage maintained as of the date of such report by each Loan Party and the duration of such coverage and (ii) an insurance broker’s statement that all premiums then due and payable with respect to such coverage have been paid and confirming that Agent has been named as loss payee or additional insured, as applicable; (j) promptly after the formation of any pool or unit in accordance herewith, a conformed copy of the recorded pooling agreement, declaration of pooling, or other instrument creating the pool or unit and, in the event any proceeding of any Governmental Authority which seeks the pooling of unitizing of all or any part of the Oil and Gas Properties is commenced, prompt written notice thereof to Agent; (k) upon request by Agent, such other reports as and information with respect to the Oil and Gas Properties of the Loan Parties, the other Collateral and or the Accounts (and each Borrower hereby authorises financial condition of the Agent to make enquiries of its customers in this respect) Loan Parties as the Agent shall request from time to timemay be so requested; and (jl) certificates promptly upon receipt thereof, deliver to Agent each Title Opinion obtained in accordance with Section 6.21. Each delivery of an officer of Ideal certifying as a Reserve Report by Borrower to Agent pursuant to this Agreement shall constitute a representation and warranty by Borrower to Agent and the Lenders (A) with respect to the foregoing;matters referenced in Section 3.9(c), (B) that the Loan Parties own the Oil and Gas Properties specified therein free and clear of any Liens (except Permitted Liens) and (C) that the Oil and Gas Properties are subject to an Acceptable Security Interest.

Collateral Reporting. it will The Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in form satisfactory to the Agent: : (a) on a weekly basis on each Wednesday based on figures as of basis, or more frequently if requested by the previous Friday, a Borrowing Base Certificate incorporating, inter aliaAgent, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of the Borrower's Accounts created since the last such schedule; (b) on a monthly basis, an aging of the Borrower's Accounts, together with a reconciliation to the previous month's aging of the Borrower's Accounts and to the Borrower's general ledger; (c) on a monthly basis, an aging of the Borrower's accounts payable; (d) on a semi-monthly basis (or more frequently if requested by the Agent), within five Business Days of the 15th and 30th day of each month, Inventory reports by category, with effect additional detail showing additions to and deletions from any Inventory Eligibility Date, a report of the Inventory balance Inventory; (by location) based on the perpetual inventory reports and such further details as the Agent may request; (be) upon request, copies of invoicesinvoices in connection with the Borrower's Accounts, customer statements, credit notesmemos, remittance advices and reports, deposit slips, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than documents in connection with the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; Borrower's Accounts and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; the Borrower, purchase orders and invoices; (if) upon request, a statement of the balance of each of the Intercompany Accounts; (g) such other reports as to the Collateral and of the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; and (jh) certificates on a weekly basis, within five Business Days following each Saturday, a Borrowing Base Certificate; and (i) with the delivery of each of the foregoing, a certificate of the Borrower executed by an officer of Ideal thereof certifying as to the accuracy and completeness of the foregoing;. If any of the Borrower's records or reports of the Collateral are prepared by an accounting service or other agent, the Borrower hereby authorizes such service or agent to deliver such records, reports, and related documents to the Agent, for distribution to the Lenders. The Agent shall promptly send to each Lender a copy of each Borrowing Base Certificate received from the Borrower.

Collateral Reporting. Each Credit Party executing this Agreement hereby agrees that, from and after the Closing Date and until the Termination Date, it will provide the shall deliver (or cause to be delivered) to Agent, in each case in respect of each Trading Companyas required, and on a consolidated and consolidating basis, with the following documents and reports (including Borrowing Base Certificates in the form of Exhibit 5.2) at the following times in form satisfactory times, to the AgentPersons and in the manner set forth below: (a) To Agent, and in any event no less frequently than on a weekly basis on the twentieth day of each Wednesday based on figures Fiscal Month commencing with the Fiscal Month ending November 30, 2013 during the term of this Agreement, each of the following reports, each of which shall be prepared by the Borrowers as of the previous Fridaylast day of the immediately preceding month; provided, however, that if a Cash Dominion Period has occurred and is continuing (or if Parent Borrower elects, so long as the frequency of delivery is maintained by Parent Borrower for the immediately following twenty (20) calendar day period after the delivery of the first Borrowing Base Certificate so delivered), then the following shall be delivered no less frequently than 12:00 p.m. (New York time) on the third Business Day of each week: (i) a Borrowing Base Certificate incorporatingaccompanied by such supporting detail and documentation as shall be reasonably requested by Agent, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since in its Permitted Discretion; and (ii) on the last such schedule, with effect from any Inventory Eligibility Date, a report date of the Inventory delivery of monthly Borrowing Base Certificates only (A) a monthly trial balance showing Accounts outstanding aged from due date as follows: 1 to 90 days, 91 to 120 days and 121 days or more, accompanied by such supporting detail (including invoice date) and documentation as shall be reasonably requested by locationAgent in its Permitted Discretion and (B) based on a monthly trial balance showing Railcar Receivables generated for such month and (C) a reconciliation of actual Railcar Receivables reported by AAR, or any successor thereto, to Greenbrier Leasing Company LLC or to a U.S. Borrower in the perpetual inventory reports and latest “car-hire report” against the trial balance for such further details as the Agent may requestmonth that was reported in compliance with sub-clause (B) above; (b) upon requestTo Agent, copies on a monthly basis except to the extent that the Borrowing Base is being delivered on a weekly basis, and in that instance reports in connection with clause (a) above shall then be delivered on a weekly basis, together with such supporting detail and documentation as shall be reasonably requested by Agent in its Permitted Discretion each of invoices, credit notes, shipping and delivery documentswhich shall be prepared by Borrowers as of the last day of the immediately preceding month (or such other time as may be requested by Agent); (c) monthly ageings To Agent, at the time of delivery of each of the Financial Statements delivered pursuant to Section 5.1, an aging of accounts receivable to payable, accompanied by such supporting detail and documentation as shall be delivered no later than the 10th day of each month reasonably requested by Agent in respect of the immediately preceding month;its Permitted Discretion. (d) monthly perpetual inventory reports by category to be delivered no later than To Agent, at the 10th day time of delivery of each month in respect of the immediately preceding monthquarterly or annual Financial Statements delivered pursuant to Section 5.1, a list of any application for the registration of any Patent, Trademark or Copyright filed by any Credit Party with the United States Patent and Trademark Office, or United States Copyright Office, respectively, or any successor office or agency in the prior Fiscal Quarter; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing Borrowers shall pay all reasonable fees incurred by Agent and Co-Collateral Agents in connection with (i) details one (1) appraisal of Equipment and Rolling Stock (which, with respect to Railcars will be in the nature of limited inspections consistent with past practices) that is part of the level of sales made to each such customer; Borrowing Base per calendar year and (ii) details one (1) field examinations per calendar year; provided, that at any time after the date on which Availability has been less than the greater of any credit notes issued to 17.5% of the Available Credit and $35,000,000, for five consecutive Business Days during such calendar year, one (1) additional field exam and one (1) additional appraisal of Equipment and Rolling Stock that is part of the Borrowing Base will be permitted in such calendar year (each such customer or any other account adjustments made in respect at the expense of such customer; the Borrowers) and (iiiii) the amount of cash actually received from each such customer at any time during the relevant monthcontinuation of an Event of Default, field examinations and appraisals of Equipment and Rolling Stock may be conducted (each at the expense of the Borrowers) as frequently as determined by Agent and Co-Collateral Agents in their reasonable discretion; provided, further; that notwithstanding anything to the contrary Agent and Co-Collateral Agents may conduct additional appraisals and field examinations in the exercise of their Permitted Discretion at each of their own cost and expense; (f) To Agent, on the date of the delivery of monthly Borrowing Base Certificates, notice of any opening of a new location owned or leased by a U.S. Borrower (including, without limitation, rail yards, rail ramps or other terminals (including container terminals) at which Rolling Stock then constituting U.S. Borrowing Base Collateral with effect from any Inventory Eligibility Datea value in excess of $500,000 may be stored, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report notice of all Inventory based on a physical stock count;such location; and (g) monthly ageings Such other reports, statements and reconciliations (including reconciliations of accounts payable no later than the 10th day of the following monthAccounts, together Equipment and Rolling Stock from general ledger to financial statements to Borrowing Base) with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable respect to the largest ten supplier creditors Borrowing Base, Collateral or Obligations of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports or all Credit Parties as to the Agent or any Co-Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall request from time to time; and (j) certificates of an officer of Ideal certifying as to the foregoing;time reasonably request.

Collateral Reporting. it will (a) The Administrative Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in a form satisfactory to the Agent: (ai) as soon as possible after the end of each month (but in any event within fifteen (15) Business Days after the end thereof), on a weekly monthly basis on each Wednesday based on figures as of the previous Friday, (A) a Borrowing Base Certificate incorporatingCertificate, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by locationB) based on the perpetual inventory reports by location and such further details category (and including the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties, as the Agent may request; well as Vendor Managed Inventory and Reload Inventory amounts and locations), (bC) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings agings of accounts receivable and agings of accounts payable (and including information indicating the amounts owing to be delivered no later than the 10th day owners and lessors of each month leased premises, warehouses, processors and other third parties from time to time in respect possession of the immediately preceding month; any Collateral), (dD) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level schedules of sales made to each such customer; (ii) details of any credit notes made, credits issued to each such customer or any other account adjustments made in respect of such customer; and cash received, as well as purchases made, and (iiiE) a schedule detailing the amount of cash actually received from and Cash Equivalents (such amount to equal the marked-to-market value for such cash and Cash Equivalents determined not less frequently than monthly (except with respect to auction rate securities, which shall be determined not less frequently than quarterly), based on the Company’s current investment practices and policies and identifying restricted cash and illiquid securities) of the Borrowers, a disclosure of Other Investment Deposits (including the creation or establishment of any such Other Investment Deposits) and calculations of Excess Liquidity and Total Excess Availability (collectively, the “Cash Report”), each such customer during of the relevant monthforegoing in form reasonably satisfactory to the Agent (provided that the Cash Report may be requested by Agent on a more frequent basis than monthly); (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (iii) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall request from time to time; andtime in its reasonable credit judgment. (jb) certificates Upon the occurrence and during the continuance of an officer a Cash Dominion Event, Agent will require more frequent reporting of Ideal certifying as certain of the foregoing information set forth in this Section 7.1, such frequency to the foregoing;be determined in Agent’s reasonable discretion.

Collateral Reporting. it will (a) Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agents with the following documents at the following times in a form satisfactory to the AgentAgents: (ai) on a weekly basis on as soon as possible after (1) the end of each Wednesday based on figures Fiscal Month (but in any event within fifteen (15) days after the end thereof) or (2) the end of each week (but in any event by no later than Thursday of the immediately following week) if Adjusted Excess Availability is less than the Specified Amount as of the previous Fridaylast day of the immediately preceding Fiscal Month or week, as applicable, or (3) any request made by the Agents at any time or times, a Borrowing Base Certificate incorporating, inter alia, a schedule setting forth the calculation of credit notes, a summary the Revolving Credit Borrowing Base and Term Borrowing Base as of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect Business Day of the immediately preceding monthweekly or monthly period, duly completed and executed by the chief financial officer, vice president of finance, treasurer or controller of Administrative Borrower, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed, including but not limited to (A) a monthly aging of Credit Card Receivables identifying those outstanding more then five (5) Business Days since the sale date giving rise thereto and (B) an inventory summary report by category (and upon Agents’ request, letter of credit inventory) and identifying where such Inventory is located; (dii) monthly perpetual inventory reports by category to be delivered no later than as soon as possible after the 10th day end of each month Fiscal Month (but in respect of any event within fifteen (15) days after the immediately preceding month; (e) end thereof), on a monthly basis, a report listing or more frequently as Agents may request, (A) rollforward inventory reports supported by monthly updates of adjusted cost factors and intercompany eliminations (and including the top ten amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), (10B) customers list or agings of Ideal during that monthoutstanding accounts payable (and including information indicating the amounts owing to owners and lessors of leased premises, providing (i) details of the level of sales made warehouses, fulfillment centers, processors, custom brokers, freight forwarders and other third parties from time to each such customer; (ii) details time in possession of any credit notes issued to each such customer or any other account adjustments made in respect Collateral), and (C) a certificate of such customer; an authorized officer of Administrative Borrower certifying that sales and use tax collections, deposits and payments are current; (iii) as soon as possible after the amount end of cash actually received from each such customer during calendar month (but in any event within five (5) days after the relevant monthend thereof), on a monthly basis, or more frequently as Agents may request, a duly completed Applicable Margin Certificate, duly signed by an authorized officer of the Administrative Borrower; (fiv) with effect from as soon as possible after the end of each Fiscal Quarter (but in any Inventory Eligibility Dateevent within fifteen (15) Business Days after the end thereof), upon on a quarterly basis or more frequently as Agents may request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report by retail store location of all Inventory based on a physical stock countsales and operating profits for each such retail store location; (gv) monthly ageings upon Agents’ reasonable request, (A) reports of accounts payable no later than the 10th day sales for each category of the following monthInventory, together with a specific breakdown (B) reports of aggregate Inventory purchases and identifying items of Inventory in reasonable detail) of the monthly ageings of accounts payable transit to any Borrower or Guarantor related to the largest ten supplier creditors applicable documentary letter of Ideal credit and/or ▇▇▇▇ of lading number, (C) copies of remittance advices and details reports, and copies of the Inventory held by Ideal in respect deposit slips and bank statements, (D) copies of such accounts payable shipping and each such supplier; delivery documents, (hE) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading CompanyBorrowers and Guarantor, (F) reports of inventory subject to a license granted to a Borrower by a third party, identifying such inventory by item, source, licensor, royalties paid, royalties payable and applicable license agreement, and (G) a report of all Inventory purchased or sold by Borrowers on consignment; (ivi) upon Agents’ reasonable request, (A) copies of customer statements, purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents, and (C) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by any Borrower or Guarantor; and (vii) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent Agents shall reasonably request from time to time; and. (jb) certificates Nothing contained in any Borrowing Base Certificate shall be deemed to limit, impair or otherwise affect the rights of an officer Agents contained herein and in the event of Ideal certifying any conflict or inconsistency between the calculation of the Revolving Credit Borrowing Base and Term Borrowing Base as to set forth in any Borrowing Base Certificate and as determined by Working Capital Agent in good faith, the determination of Working Capital Agent shall govern and be conclusive and binding upon Borrowers and Guarantors. Without limiting the foregoing;, Borrowers shall furnish to Agents any information which Agents may reasonably request regarding the determination and calculation of any of the amounts set forth in any Borrowing Base Certificate. The Revolving Credit Borrowing Base and Term Borrowing Base may be adjusted based on the information set forth in the reports received by Agents under Section 7.1(a)(i) above. If any Borrower’s or Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, such Borrower and Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agents and to follow Agents’ instructions with respect to further services.

Collateral Reporting. it will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Provide Agent with the following documents at the following times in form satisfactory to the Agent: (a) on a weekly basis on each Wednesday based on figures as of the previous FridayBusiness Day, a Borrowing Base Certificate incorporatingsales journal, inter aliacollection journal, a schedule of and credit notes, a summary of collections of accounts receivable, a schedule of Accounts created register since the last such schedule, with effect from any Inventory Eligibility Date, schedule and a report calculation of the Inventory balance (by location) based on the perpetual inventory reports and Borrowing Base as of such further details as the Agent may request; date, (b) upon requeston a monthly basis and, copies of invoicesin any event, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered by no later than the 10th day of each month in respect during the term of this Agreement, (i) a detailed calculation of the immediately preceding month; Borrowing Base, and (dii) a detailed aging, by total, of the Accounts which shall classify Accounts by type (VADs, VARs, Large Installs, etc.) and be aged in 30 day increments out to 180 days from invoice date, together with supporting documentation and a reconciliation to the detailed calculation of the Borrowing Base previously provided to Agent, (c) on a monthly perpetual inventory reports basis and, in any event, by category to be delivered no later than the 10th day of each month in respect during the term of this Agreement, a summary aging, by vendor, of each Company's accounts payable and any book overdraft, (d) on a weekly basis, Inventory reports specifying each Company's cost and the wholesale market value of its Inventory by category, with additional detail showing additions to and deletions from the Inventory, (e) on each Business Day, notice of all returns, disputes, or claims since the delivery of the immediately preceding month; previous notice pursuant to this clause (e), (f) upon request, copies of invoices in connection with the Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with the Accounts and for Inventory and Equipment acquired by each Company, purchase orders and invoices, (g) on a quarterly basis, a detailed list of each Company's customers including the name, address, phone number and contact for each customer, (h) on a monthly basis, a report listing calculation of the top ten (10) customers of Ideal during that Dilution for the prior month, providing ; (i) details within 30 days after the end of each month, a detailed report of all loans, loan repayments, interest, payments or distributions between any of the level other Companies and Borrower, containing a calculation of sales made to each such customer; (ii) details of any credit notes issued to each such customer all withholding taxes paid or any other account adjustments made payable in respect thereof, together with evidence of the payment and remittance when due of all such customerwithholding taxes to the applicable Governmental Authority; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (ij) such other reports as to the Collateral and or the Accounts (and financial condition of each Borrower hereby authorises the Company as Agent to make enquiries of its customers in this respect) as the Agent shall may reasonably request from time to time; . Original sales invoices evidencing daily sales shall be mailed to each Account Debtor and (j) certificates of an officer of Ideal certifying as , at Agent's direction, the invoices shall indicate on their face that the Account has been assigned to the foregoing;Lender Group and that all payments are to be made directly to Agent for the benefit of the Lender Group.

Collateral Reporting. it will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, with the following documents at the following times in form satisfactory to the Agent: (a) The Borrower Representative shall provide the Administrative Agent, within twenty (20) days after the end of each month (or on the third (3rd) Business Day of each week during a weekly basis on each Wednesday based on figures as of the previous FridayCash Dominion Period), a Borrowing Base Certificate incorporating, inter alia, duly completed and executed by a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report Financial Officer of the Inventory balance Borrower Representative as of the end of such month (by location) based or, during a Cash Dominion Period, as of the close of business on the perpetual inventory reports and such further details as the Agent may requestimmediately preceding Friday); (b) upon requestThe Borrower Representative shall provide the Administrative Agent with the following documents in a form satisfactory to the Administrative Agent and the Lenders: (i) as soon as possible after the end of each month (but in any event within twenty (20) days after the end thereof), copies on a monthly basis or more frequently as the Administrative Agent or the Required Lenders may reasonably request (or on the third (3rd) Business Day of invoiceseach week during a Cash Dominion Period), credit notes(A) agings of accounts payable (and including information indicating the status of payments to owners and lessors of the leased premises of the Loan Parties), shipping and delivery documents(B) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ▇▇▇▇▇▇); (cii) monthly ageings upon the Administrative Agent’s or the Required Lenders’ reasonable request, (A) copies of accounts receivable to be delivered no later than the 10th day customer statements, purchase orders, sales invoices and credit memos, remittance advices and reports, and copies of each month in respect deposit slips and bank statements and (B) a schedule of the immediately preceding monthsales made, credits issued and cash received; (diii) monthly perpetual inventory reports by category to be delivered no later than within three (3) Business Days after the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details consummation of any credit notes issued to each such customer or Disposition (outside the ordinary course of business) of any other account adjustments made Eligible Accounts in respect excess of such customer; and (iii) $500,000 included in the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility DateBorrowing Base, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following monthan updated Borrowing Base Certificate, together with a specific breakdown (in reasonable detail) of such supporting information as may be reasonably requested by the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier;Administrative Agent; and (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (iiv) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Administrative Agent or the Required Lenders shall reasonably request from time to time; and (jc) certificates If any of the Loan Parties’ records or reports of the Collateral are prepared or maintained by an officer of Ideal certifying as accounting service, contractor, shipper or other agent, the Loan Parties hereby irrevocably authorize such service, contractor, shipper or agent to deliver such records, reports, and related documents to the foregoing;Administrative Agent and to follow the Administrative Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. it will Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in a form satisfactory to the Agent: Lender: (a) on a weekly basis on each Wednesday based on figures basis, (i) schedules of sales made, credits issued and cash received, which, after the occurrence of an Event of Default or the filing of a bankruptcy petition by or against any Borrower, and for so long as such Event of Default is continuing or such bankruptcy petition has not been dismissed, shall separately account for sales of Inventory subject to the previous Fridaysecurity interest of IBM Credit Corporation, a Borrowing Base Certificate incorporating(ii) borrowing base certificates, inter alia(iii) schedules of Inventory (net of fixed assets) separately identifying Inventory by vendor, a schedule of credit notestype, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedulelocation and age, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports identifying "Qualified Merchandise" (as defined in the DFS Intercreditor Agreement), and such further details as (iv) schedules of accounts payable and accrued accounts payable to any vendor holding a security interest in any property of the Agent may request; Borrowers; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing on or before the top ten tenth (1010th) customers Business Day of Ideal during that monthsuch month for the immediately preceding month or more frequently as Lender may request, providing (i) details agings of the level of sales made to each such customer; accounts receivable, (ii) details agings of any credit notes issued to each such customer or any accounts payable, accrued accounts payable, lease payables and other account adjustments made in respect of such customer; payables, and (iii) the amount a certificate from an authorized officer of cash actually received from Borrowers representing that each Borrower has made payment of sales and use taxes during such customer during the relevant month; (f) with effect from any Inventory Eligibility Datemonth or, upon at Lender's request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect other evidence of such accounts payable and each such supplier; payment; (hc) with effect from any Inventory Eligibility Date, upon Lender's request, (i) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ii) copies of shipping and delivery documents, and (iii) copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company; Borrowers; and (id) such other reports as to the Collateral and or other property which is security for the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) Obligations as the Agent Lender shall request from time to time; and . Borrowers shall provide Lender, as soon as available, but in any event not later than five (j5) certificates days after receipt by Borrowers, with all statements received from Apple Computer and any other vendor who may hold a security interest in any Borrower's assets, together with such additional information as shall be sufficient to enable Lender to monitor the accounts payable and accrued accounts payable to them. If any of Borrowers' records or reports of the Collateral or other property which is security for the Obligations are prepared or maintained by an officer accounting service, contractor, shipper or other agent, Borrowers hereby irrevocably authorize such service, contractor, shipper or agent to deliver such records, reports, and related documents to Lender and to follow Lender's instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing."

Collateral Reporting. it will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Provide Foothill with the following documents at the following times in form satisfactory to the Agent: Foothill: (a) on a weekly basis on each Wednesday based on figures as Business Day (other than the first 2 Business Days of the previous Fridayeach month), a Borrowing Base Certificate incorporatingsales journal summary report, inter alialockbox collection report, a schedule of and credit notes, a register summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, schedule and a report calculation of the Inventory balance (by location) based on the perpetual inventory reports and Borrowing Base as of such further details as the Agent may request; date; (b) upon requeston a monthly basis and, copies of invoicesin any event, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered by no later than the 10th day of each month in respect during the term of this Agreement, (i) a detailed calculation of the immediately preceding month; Borrowing Base as of each month end, in accordance with Exhibit C-5, and (dii) a detailed aging, by total, of the Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Foothill; (c) on a monthly perpetual inventory reports basis and, in any event, by category to be delivered no later than the 10th day of each month in respect during the term of the immediately preceding month; this Agreement, a summary aging, by vendor, of Obligor's accounts payable and any book overdraft; (d) on a weekly basis, Inventory reports specifying Obligor's cost of its Inventory by category; (e) upon request, copies of invoices in connection with the Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with the Accounts and for Inventory and Equipment acquired by Obligor, purchase orders and invoices; (f) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details calculation of the level of sales made to each such customerDilution for the prior month; (iig) details on a daily basis, such information as Foothill shall reasonably request with respect to the daily amount of Collections received by Obligor in any credit notes issued lockbox or deposit account, domestic or foreign, sufficient to each such customer permit Foothill to calculate the 2 Business Days clearance or any other account adjustments made float charge thereon in respect accordance with the provisions of such customerSection 2.8; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports as to the Collateral and or the Accounts (and each Borrower hereby authorises the Agent to make enquiries financial condition of its customers in this respect) Obligor as the Agent shall Foothill may reasonably request from time to time; . Original sales invoices evidencing daily sales shall be mailed by Obligor to each Account Debtor and (j) certificates , at Foothill's direction after the occurrence and continuation of an officer Event of Ideal certifying as Default, the invoices shall indicate on their face that the Account has been assigned to the foregoing;Foothill and that all payments are to be made directly to Foothill.

Collateral Reporting. it will (a) Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in a form satisfactory to the AgentLender: (ai) as soon as possible after the end of each week (but in any event within three (3) Business Days after the end thereof), on a weekly basis on each Wednesday based on figures or more frequently as Lender may request, (A) a borrowing base certificate in form and substance satisfactory to Lender in its sole discretion computed as of the previous Fridaylast day of the prior week, a Borrowing Base Certificate incorporating(B) schedules of sales made, inter aliaorders taken, a schedule of credit notesaverage order values, credits issued, collections, cash received, payments to Affiliates and payments from Affiliates during the prior week, and (C) a summary of collections inventory and inventory returns as of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report day of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may requestprior week; (bii) as soon as possible after the end of each month (but in any event within fifteen (15) days after the end thereof), on a monthly basis or more frequently as Lender may request, (A) perpetual inventory reports, (B) inventory reports by location and category and by mix and age (including the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), (C) a detailed listing of inventory that is 180 days from expiration date, (D) a detailed listing of inventory that is 365 days from expiration date and (E) agings of accounts payable (and including information indicating the amounts owing to owners and lessors of leased premises, warehouses, processors and other third parties from time to time in possession of any Collateral); (iii) upon Lender’s request, (A) copies of customer statements, purchase orders, sales invoices, credit notesmemos, remittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iiiC) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading CompanyBorrower; (iiv) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent Lender shall request from time to time; and (jb) certificates If any of Borrower’s records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Lender and to follow Lender’s instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will The Parent shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in form satisfactory to the Agent: : (a) on a weekly basis on within six (6) days after the last day of each Wednesday based on figures as calendar week, or more frequently if requested by the Agent, (i) upon request of the previous Friday, a Borrowing Base Certificate incorporating, inter aliaAgent, a schedule of credit notesthe Borrowers' Accounts created, and a summary detailed report of collections of accounts receivablemade, a schedule of Accounts created since the last such schedule, (ii) a Borrowing Base Certificate with effect from any Inventory Eligibility Daterespect to the last day of such week and (iii) a calculation of ineligible Accounts and ineligible Inventory; (b) on a monthly basis, a report by the fifteenth (15th) day of the following month, or more frequently if requested by the Agent, an aging of the Borrowers' Accounts, together with a reconciliation to the previous month's aging of the Borrowers' Accounts and to the Borrowers' general ledger; (c) on a monthly basis by the fifteenth (15th) day of the following month, or more frequently if requested by the Agent, an aging of the Borrowers' accounts payable; (d) on a monthly basis by the fifteenth (15th) day of the following month (or more frequently if requested by the Agent), Inventory balance reports by category and location, with additional detail showing additions to and deletions from the Inventory, together with a reconciliation to the Borrowers' general ledger; (by location) based on the perpetual inventory reports and such further details as the Agent may request; (be) upon request, copies of invoicesinvoices in connection with the Borrowers' Accounts, customer statements, credit notesmemos, remittance advices and reports, deposit slips, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than documents in connection with the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; Borrowers' Accounts and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; the Borrowers, purchase orders and invoices; (if) upon request, a statement of the balance of each of the Intercompany Accounts; (g) such other reports as to the Collateral and of the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) Borrowers as the Agent shall reasonably request from time to time; and and (jh) certificates with the delivery of each of the foregoing, a certificate of the Parent executed by an officer of Ideal thereof certifying as to the accuracy and completeness of the foregoing;. If any of the Borrowers records or reports of the Collateral are prepared by an accounting service or other agent, the Borrowers hereby authorizes such service or agent to deliver such records, reports, and related documents to the Agent, for distribution to the Lenders.

Collateral Reporting. it will (a) Borrowers shall provide Administrative Agent with the following documents in a form reasonably satisfactory to Administrative Agent: (i) Intentionally deleted; (ii) as soon as possible after the end of each fiscal four (4) week period of Borrowers and Guarantors determined in accordance with the current accounting practices of Borrowers and Guarantors as of the date hereof (but in any event within ten (10) Business Days after the end thereof), or weekly (but in any event by no later than Wednesday of each week) at any time that Excess Availability is less than an amount equal to fifteen (15%) percent of the Borrowing Base, or more frequently as Administrative Agent may request at any time that a Default or Event of Default shall exist or have occurred, (A) a Borrowing Base Certificate setting forth the calculation of the Borrowing Base as of the last Business Day of the immediately preceding period as to the Accounts and Inventory, duly completed and executed by the chief financial officer, vice president of finance, corporate treasurer or controller of Parent, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed (including a recap of all Accounts created, collections received and credit memos issued for the immediately preceding period), (B) an aging of accounts receivable for each of the Retail Division and the Distribution Division, (C) an inventory summary report for each of the Retail Division and the Distribution Division and (D) perpetual inventory reports for the Distribution Division, (E) intentionally deleted; (iii) only in the event that Excess Availability is less than an amount equal to fifteen (15%) percent of the Borrowing Base and such reports are requested by Administrative Agent, as soon as possible after the end of each fiscal four (4) week period of Borrowers and Guarantors determined in accordance with the current accounting practices of Borrowers and Guarantors as of the date hereof (but in any event within ten (10) Business Days after the end thereof), reports by retail store location of sales and four wall cash flows for each such retail store location; (iv) as soon as possible after the end of each fiscal four (4) week period of Borrowers and Guarantors determined in accordance with the current accounting practices of Borrowers and Guarantors as of the date hereof (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, vice president of finance, corporate treasurer, treasurer or controller of Borrowers or Lead Borrower as true and correct: (A) a statement confirming the payment of the aggregate amount of rent and other amounts due to owners and lessors of real property used by Borrowers (other than amounts being contested or disputed in respect good faith), subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrowers and Guarantors opened and existing retail store locations closed or sold, in each Trading Companycase since the date of the most recent certificate delivered to Administrative Agent containing the information required under this clause, and on a consolidated and consolidating basis, with the following documents at the following times in form satisfactory to the Agent: (aC) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of any new deposit account established or used by any Borrower or Guarantor with any bank or other financial institution, including the Inventory balance (by location) based Borrower or Guarantor in whose name the account is maintained, the account number, the name and address of the financial institution at which such account is maintained, the purpose of such account and, if any, the amount held in such account on or about the perpetual inventory reports and date of such further details as the Agent may requestreport; (bv) upon request, copies of invoices, credit notes, shipping and delivery documentsIntentionally deleted; (cvi) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding monthIntentionally deleted; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (ivii) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Administrative Agent shall reasonably request from time to time; and, including, but not limited to, (A) list of outstanding accounts payable, (B) the number of prescriptions filled in the immediately preceding month, the average dollar amount of such prescriptions during such period, and the dollar amount of sales of prescriptions in the preceding period and (C) reports of sales for each category of Inventory. (jb) certificates Nothing contained in any Borrowing Base Certificate shall be deemed to limit, impair or otherwise affect the rights of an officer Administrative Agent contained herein and in the event of Ideal certifying any conflict or inconsistency between the calculation of the Borrowing Base as to set forth in any Borrowing Base Certificate and as determined by Administrative Agent in good faith, the determination of Administrative Agent shall govern and be conclusive and binding upon Borrowers and Guarantors. Without limiting the foregoing;, Borrowers shall furnish to Administrative Agent any information which Administrative Agent may reasonably request regarding the determination and calculation of any of the amounts set forth in any Borrowing Base Certificate. The Borrowing Base may be adjusted based on the information set forth in the reports received by Administrative Agent under Section 7.1(a)(i) above. If any Borrower’s or Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, such Borrower and Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Administrative Agent and to follow Administrative Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. it The Borrowers will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Collateral Agent with the following documents with respect to the Collateral at the following times in form reasonably satisfactory to the Collateral Agent: : (a) a Borrowing Base Certificate, a consolidating aging of accounts receivable reconciled to the Borrowers' general ledger, a summary perpetual inventory report by product type and by operating division, and a consolidating calculation of ineligible Accounts and Inventory, in each case on a weekly basis on monthly basis, by the twentieth (20th) day of each Wednesday based on figures as of calendar month for the previous Fridaythen immediately preceding calendar month, provided, that in the event that the Aggregate Revolver Outstandings are greater than zero for seven consecutive days, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report (which need not include an update of the Inventory balance (calculation of ineligible Accounts and Inventory), such aging report and inventory report shall be provided on a weekly basis, by location) based on the perpetual inventory reports and such further details as third Business Day of each week for the Agent may request; then immediately preceding week; (b) upon the Collateral Agent's reasonable request, copies of invoices, customer statements, credit notesmemos, remittance advices and reports, deposit slips, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company; the Borrowers; (ic) a calculation of the Borrowers' then existing Liquidity Amount as of the month end by the twentieth day of each calendar month for the then immediately preceding calendar month; (d) a calculation of the Borrowers' then existing Dilution Percentage as of the month-end by the twentieth (20th) day of each calendar month for the then immediately preceding calendar month; (e) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Collateral Agent or any Lender shall reasonably request from time to time; and and (jf) certificates with the delivery of each of the foregoing, a certificate of each Borrower executed by an officer of Ideal thereof certifying as to the accuracy and completeness of the foregoing;. If any of a Borrower's records or reports of the Collateral are prepared by an accounting service or other agent, such Borrower hereby authorizes such service or agent to deliver such records, reports and related documents to the Collateral Agent, for distribution to the Lenders.

Collateral Reporting. it will Borrowers or Borrowers' Agent shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in a form satisfactory to Lender: on Tuesday of each week, and, at the Agent: (a) on a weekly basis on written request of Lender, Thursday of each Wednesday based on figures week, as of the previous Friday, a Borrowing Base Certificate incorporating, inter aliaimmediately preceding business day, a schedule of credit notesEligible Inventory of Borrowers, a summary setting forth the location thereof, aggregate cost and Retail Sales Price of collections such Eligible Inventory at each owned and leased warehouse location (including markdowns from the original retail sales price or ticketed sales price with respect thereto); on Tuesday of accounts receivableeach week for the immediately preceding week ending on the close of business on Saturday of that week or more frequently as Lender may request, reports of deposits in each of the Concentration Accounts, together with the separate amounts thereof arising from cash sales, Excluded Collections, Credit Card Receivables by each Credit Card Issuer (other than the Financing Subsidiaries) and miscellaneous collections, a schedule of Accounts created since the last Eligible Inventory at the Retail Stores setting forth the aggregate cost and Retail Sales Price of such scheduleEligible Inventory (including markdowns from the original sales price or ticketed sales price with respect thereto), except as otherwise agreed in writing by Lender, reports of the cost and other information as required by Lender of or with effect from respect to inventory and other goods at each of the premises of American Consolidation Services, Ltd. and any other cargo consolidator used by Borrowers and approved by Lender as provided herein, except as otherwise agreed in writing by Lender, reports of the cost and other information as required by Lender of inventory and other goods acquired by Borrowers or Additional L/C Debtors with Letter of Credit Accommodations or Additional L/C Accommodations which are the subject of bills of lading and which have not been delivered to Borrowers at the permitted locations of Eligible Inventory Eligibility Datein the United States, and reports of Eligible Inventory to be sold by each department of the Retail Store Subsidiaries; once each month, on or before the tenth (10th) business day of such month for the immediately preceding month or more frequently as Lender may request, at the written request of Lender, agings of merchandise accounts payable, lease payables and other payables, at the written request of Lender, a report schedule of Credit Card Receivables, the aggregate amount of all sales of Inventory balance for all Retail Stores and all sales of Inventory by Borrowers to Persons other than Retail Store Subsidiaries, and a certificate from an authorized officer of Borrowers representing that Borrowers have made payment of sales and use taxes during such month or, at Lender's request, other evidence of such payment, at the written request of Lender once each month, on or before the twentieth (20th) day of such month, for the immediately preceding month or more frequently as Lender may request, a Schedule of Accounts, Credit Card Receivables owed by location) based on the Financing Subsidiaries and intercompany payables (including, those owed to or by the Financing Subsidiaries), and upon Lender's reasonable request, perpetual inventory reports and such further details as the Agent may request; (b) upon requestreports, copies of invoicescustomer statements and credit memos, credit notesremittance advices and reports, and copies of deposit slips and bank statements, copies of shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) Borrower; and such other reports as to the Collateral and other property which is security for the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) Obligations as the Agent Lender shall reasonably request from time to time; and (j) certificates . If any of Borrowers' or any other Obligor's records or reports of the Collateral or other property which is security for the Obligations are prepared or maintained by an officer accounting service, contractor, shipper or other agent, each of Ideal certifying as Borrowers hereby irrevocably authorizes, and Parent shall cause each of the Obligors to the foregoing;irrevocably authorize, such service, contractor, shipper or agent to deliver such records, reports, and related documents to Lender and to follow Lender's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. it Except during the continuance of an Event of Cash Dominion, the Company will, and will cause KAII and Kaiser Bellwood to, provide the Agent with the following documents, in form and scope satisfactory to the Agent, on a monthly basis: (a) an accounts receivable summary aging report together with a reconciliation to the previous month's accounts receivable summary aging report; (b) a reconciliation of the account receivable summary aging report to the accounts receivable general ledger; (c) a monthly listing of delinquent accounts in each case excess of $100,000 that are thirty days past the due date or sixty-five days past the invoice date; (d) monthly inventory summary reports by category in respect of each Trading the Inventory of the Company, KAII and Kaiser Bellwood; (e) monthly inventory summary reports by location in respect of the Inventory of the Company, KAII and Kaiser Bellwood; and (f) certificates of an officer of the Company certifying on a consolidated behalf of the Company as to the foregoing. During the continuance of an Event of Cash Dominion, the Company will, and consolidating basiswill cause KAII and Kaiser Bellwood to, continue to provide the Agent with the documents described in clauses (a) through (f) above. In addition, the Company will, and will cause KAII and Kaiser Bellwood to, provide the Agent with the following documents at the following times in form satisfactory to immediately upon any written request therefor by the Agent: (a) on a weekly basis on each Wednesday based on figures as copies of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports shipping and such further details as the Agent may request; delivery documents; (b) upon request, copies of invoices, customer statements, credit notesmemos, shipping remittance advises and delivery documents; reports, and deposit slips; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory of the Company, KAII and Equipment Kaiser Bellwood acquired by that Trading the Company; ; and (id) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall request from time to time; and (j) certificates . If any of the Company's, Kaiser Bellwood's or KAII's records or reports of the Collateral are prepared by an officer of Ideal certifying as accounting service or other agent, the Company hereby authorizes such service or agent to deliver such records, reports, and related documents to the foregoing;Agent.

Collateral Reporting. it will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Error! Bookmark not defined. Provide Foothill with the following documents at the following times in form satisfactory to the AgentFoothill: (a) on a weekly basis on each Wednesday based on figures as of the previous FridayBusiness Day, a Borrowing Base Certificate incorporatingsales journal, inter aliacollection journal, a schedule of and credit notes, a summary of collections of accounts receivable, a schedule of Accounts created register since the last such schedule, with effect from any Inventory Eligibility Date, schedule and a report calculation of the Inventory balance (by location) based on the perpetual inventory reports and Borrowing Base as of such further details as the Agent may request; date, (b) upon requeston a weekly basis, copies and in any event by no later than the last day of invoiceseach week during the term of this Agreement, credit notes(i) a summary of each billing cycles completed during the preceding week, shipping and delivery documents; a listing of any backlogged billing cycles or other backlogged billings, (ii) a summary aging, by vendor, of ▇▇▇▇▇▇er's accounts payable and any book overdraft, including detail with respect to each account payable due to each Carrier that has entered into a Carrier Agreement with Borrower, and (iii) a summary of all unbilled subscriber accounts as provided to Borrower by Celltech and any other third Person providing billing or collection services to Borrower, (c) on a monthly ageings of accounts receivable to be delivered basis and, in any event, by no later than the 10th day of each month in respect during the term of this Agreement, (i) a detailed calculation of the immediately preceding month; Borrowing Base, and (ii) a detailed aging, by total, of the Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Foothill, (d) on a monthly perpetual inventory reports basis and, in any event, by category to be delivered no later than the 10th day of each month during the term of this Agreement, (i) a summary of all deactivated subscriber accounts with respect to Borrower's cellular telecommunications services which have been terminated or permitted to lapse during the preceding 30 days, and (ii) a detailed report reflecting the payment of all applicable state and federal excise taxes, and any other state or municipal taxes, due and payable during the preceding month in respect of the immediately preceding month; connection with Borrower's business activities, (e) on each Business Day, notice of all disputes or claims, (f) upon request, copies of invoices in connection with the Accounts, customer statements, credit memos, remittance advices and reports, deposit slips in connection with the Accounts, (g) on a quarterly basis, a detailed list of Borrower's customers, (h) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details calculation of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customerDilution for the prior month; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports as to the Collateral and or the Accounts (and each financial condition of Borrower hereby authorises the Agent to make enquiries of its customers in this respect) or USCI as the Agent shall Foothill may request from time to time; and (j) certificates of an officer of Ideal certifying as to the foregoing;.

Collateral Reporting. it will The Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in form satisfactory to the Agent: Lender: (a) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter aliadaily basis, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of each Borrower's Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, schedule and a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; Borrowing Base Certificate; (b) upon requeston a monthly basis, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than by the 10th day of the following month, or more frequently if requested by the Lender, an aging of each month in respect Borrower's Accounts, together with a reconciliation to the previous month's aging of the immediately preceding Borrower's Accounts and to each Borrower's general ledger; (c) on a monthly basis, by the 15th day of the following month; , or more frequently if requested by the Lender, an aging of the Borrower's accounts payable; (d) on a monthly perpetual inventory reports basis, by category to be delivered no later than the 10th day of each month in respect of the immediately preceding following month; , or more frequently if requested by the Lender, Inventory reports by category, with additional detail showing additions to and deletions from the Inventory during such month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than by the 10th day of the following month, together with or more frequently if requested by the Lender, a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details reconciliation of the Inventory held by Ideal in respect of such accounts payable and each such supplier; to the general ledger; (hf) with effect from any Inventory Eligibility Date, upon request, copies of purchase ordersinvoices in connection with the Borrowers' Accounts, invoicescustomer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with the Borrowers' Accounts and for Inventory and Equipment acquired by that Trading Company; the Borrowers, purchase orders and invoices; (ig) upon request, a statement of the balance of each of the Intercompany Accounts; (h) such other reports as to the Collateral and of the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) Borrowers as the Agent Lender shall reasonably request from time to time; (i) on a monthly basis, by the last Business Day of the following month, a report of the average cash and (j) certificates of an officer of Ideal certifying as to the foregoing;

Collateral Reporting. it will provide the Provide Agent (and if so requested by Agent, in with -------------------- copies for each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender) with the following documents at the following times in form satisfactory to the Agent: (a) on a weekly basis on by September 1st of each Wednesday based on figures as of the previous Fridayyear, a Borrowing Base Certificate incorporating, inter aliaReserve Report prepared by an Approved Engineer and reviewed and approved by Agent; and by March 1st of each year, a schedule Reserve Report prepared by Borrower or an Approved Engineer, as applicable, and reviewed and approved by Agent, all in accordance with the terms of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request;SECTION ------- 2.16; ----- (b) upon requestwith the delivery of each Reserve Report, copies Borrower shall provide to Agent, a certificate from the president or chief financial officer of invoicesBorrower certifying that, credit notesto the best of his knowledge: (i) the information contained in such Reserve Report and any other information delivered in connection therewith is true and correct; (ii) each of the Pledging Subsidiaries, shipping the LLC and delivery documentsthe Partnerships own good and defensible title to its Borrowing Base Properties evaluated in such Reserve Report and are free of all Liens except for Permitted Liens; (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to the Borrowing Base Properties evaluated in such Reserve Report which would require the Pledging Subsidiaries, the LLC or the Partnerships to deliver Hydrocarbons produced from such Borrowing Base Properties at some future time without then or thereafter receiving full payment therefor; (iv) none of the Borrowing Base Properties has been sold since the date of the last Borrowing Base determination; (v) if requested by Agent, attached to the certificate is a list of all Persons disbursing proceeds to Borrower, the Pledging Subsidiaries, the LLC or the Partnerships from the Borrowing Base Properties; and (vi) set forth on a schedule attached to the certificate is the [PV-10 Value] Reserve Report value of all Borrowing Base Properties together with a list of the ▇▇▇▇▇ that are owned by the Partnerships and the LLC; (c) monthly ageings of accounts receivable to be delivered no later than as soon as available and in any event within 10 Business Days after the 10th day end of each month quarter-annual period, a report setting forth, in respect form substantially similar to the form set forth on SCHEDULE 6.2(c), the calculation as of the immediately last --------------- Business Day of the quarter-annual period preceding monththe date of the delivery by the Borrower of such report, of the Total Value as determined by the Reserve Report most recently delivered by the Borrower under SECTION 6.2(a), each such -------------- report shall be accompanied by a certificate of the president or chief financial officer of Borrower certifying to the completeness and accuracy of the report, including the calculation of the Total Value comprising the Borrowing Base Properties; (d) monthly perpetual inventory reports by category to be delivered no later than as soon as available and in any event within 30 days after the 10th day end of each month in respect month, a report setting forth the amount of "funds held for future distribution" as of the immediately preceding monthclose of the month reported on as reflected in the monthly financial statements of Borrower, together with a certificate from the president or chief financial officer of Borrower certifying that Borrower and the Pledging Subsidiaries have paid and are current with respect to all royalties, overriding royalties and operating expenses relating to the Borrowing Base Properties except for those which are subject to a Permitted Protest; (e) upon request by Agent from time to time, copies of lease files, well files and contract files (including production reports on a monthly basiseach Well, a report listing the top ten (10marketing contracts, and information regarding locations of and equipment located on each Well) customers of Ideal during that month, providing (i) details each of the level of sales made Pledging Subsidiaries, the LLC and the Partnerships with respect to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant monthBorrowing Base Properties; (f) such other information reports, statements, materials and data as to the ▇▇▇▇▇ operated by the Pledging Subsidiaries, the LLC or the Partnerships or in which the Pledging Subsidiaries, the LLC or Partnerships otherwise have an interest and the accounting and billing procedures utilized by the Pledging Subsidiaries in connection with effect from any Inventory Eligibility Datesuch ▇▇▇▇▇ as shall be reasonably requested by Agent including, upon requestwithout limitation, monthly perpetual inventory reports with effect from any Inventory Eligibility Daterelevant computer programs, a quarterly report of all Inventory based on a physical stock count;disks and tapes; and (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports as to the Collateral or the business or financial condition of Borrower, each of its Subsidiaries, the LLC and the Accounts (and each Borrower hereby authorises the Partnerships as Agent to make enquiries of its customers in this respect) as the Agent shall may reasonably request from time to time; and (j) certificates of an officer of Ideal certifying as to the foregoing;.

Collateral Reporting. it will (a) Borrowers, or Borrower Agent on behalf of Borrowers, shall provide Agent with the following documents in a form reasonably satisfactory to Agent: (i) as soon as possible after the end of each calendar week (but in any event within five (5) Business Days after the end thereof), or more frequently as Agent may request, (A) a report of credit card sales during such week, including the amount of the chargebacks, fees and credits issued during such week and providing an aging of Credit Card Receivables identifying those outstanding more than five (5) Business Days since the sale date giving rise thereto and (B) an inventory summary report by category (consisting of retail, factory outlet, direct, and letter of credit inventory and identifying in the case of each of retail, factory outlet and direct, the applicable store and warehouse were such Inventory is located); (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), on a monthly basis or more frequently as Agent may request, (A) perpetual inventory reports by location and category (and including the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), (B) list of outstanding accounts payable (and including information indicating the amounts owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral), and (C) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals; (iii) as soon as possible after the end of each month (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer or controller of Borrowers or Borrower Agent as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in respect the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations (including factory store locations) of Borrowers and Guarantors opened and existing retail store locations (including factory store locations) closed or sold, in each Trading Companycase since the date of the most recent certificate delivered to Agent containing the information required under this clause, and on a consolidated and consolidating basis, with the following documents at the following times in form satisfactory to the Agent: (aC) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of any new deposit account established or used by any Borrower or Guarantor with any bank or other financial institution, including the Inventory balance (by location) based Borrower or Guarantor in whose name the account is maintained, the account number, the name and address of the financial institution at which such account is maintained, the purpose of such account and, if any, the amount held in such account on or about the perpetual inventory reports and date of such further details as the Agent may requestreport; (biv) upon Agent's request, (A) reports of sales for each category of Inventory, (B) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to any Borrower or Guarantor related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (C) copies of invoicesremittance advices and reports, credit notesand copies of deposit slips and bank statements, (D) copies of shipping and delivery documents; , (cE) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading CompanyBorrowers and Guarantor, and (F) reports by retail store location of sales and operating profits for each such retail store location; (iv) upon Agent's request, the monthly statements received by any Borrower or any of its Affiliates from any Credit Card Issuers or Credit Card Processors, together with such additional information with respect thereto as shall be sufficient to enable Agent to monitor the transactions pursuant to the Credit Card Agreements; (vi) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; and. (jb) certificates If any Borrower's or Guarantor's records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, such Borrower and Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent's instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will (a) Borrowers shall provide each of Lender and U.S. Lender with the Agentfollowing documents in a form satisfactory to Lender: (i) on a regular basis as required by Lender, a schedule of sales made, credits issued and cash received; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), on a monthly basis or more frequently as Lender may request, (A) perpetual inventory reports, (B) inventory reports by location and category (including identifying Inventory at locations owned and operated by third parties or on consignment), (C) listings of Borrowers' accounts payable until ten (10) Business Days after December 31, 2002, and thereafter, agings of accounts payable (and including information indicating the status of payments to owners and lessors of the leased premises of Borrowers), and (D) agings of accounts receivable (together with a reconciliation to the previous month's aging and general ledger); (iii) as soon as possible after the end of calendar quarter (but in any event within ten (10) Business Days after the end thereof) in each case in respect of each Trading Company, form and substance satisfactory to Lender and on a consolidated and consolidating basisquarterly basis or more frequently as Lender may request, with the following documents at the following times in form satisfactory to the Agent: (aA) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since for the last such schedulecalendar quarter of 2002 and each calendar quarter of 2003, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based reports on the perpetual slow-moving and obsolete inventory reports and such further details other information as the Agent Lender may requestrequire to support any Reserves established therefor and (B) thereafter for each calendar quarter inventory aging reports or comparable reports containing such information as Lender may require; (biv) upon Lender's request, (A) copies of invoicescustomer statements and credit memos, credit notesremittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iiiC) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading CompanyBorrowers; (iv) monthly, in form and substance satisfactory to Lender, a calculation of the Borrowing Base in Dollars, certified by the chief financial officer of Borrowers and such Borrowing Base calculation shall include (A) quarterly confirmations of the daily credit balances in the Blocked Accounts and (B) the calculation of Net Amount of Eligible Accounts, after giving effect to the assertion of any claims, offsets, defenses or counterclaims by any account debtor, or any disputes with account debtors, or any settlement, adjustment or compromise thereof); provided, that such certified calculation of the Borrowing Base shall be delivered weekly upon the occurrence of a Compliance Triggering Event and during any Availability Compliance Period (related to a Compliance Triggering Event); (vi) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), on a monthly basis, a certificate from the chief financial officer of Borrowers certifying that Borrowers and their Subsidiaries (if any) are in compliance with the rental and other payment provisions and the other material terms and provisions of all leases for retail store locations within Canada to which Borrowers (or either of them) or their respective Subsidiaries (if any) are party, including compliance with all rent and other payment obligations under such leases; (vii) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent Lender shall request from time to time; and (jb) certificates If any of Borrowers' records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, Borrowers hereby irrevocably authorize such service, contractor, shipper or agent to deliver such records, reports, and related documents to Lender and to follow Lender's instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, with the following documents at the following times in form satisfactory to the Agent: (a) on a weekly basis on each Wednesday based on figures as Upon the request of the previous FridayLender, a Borrowing Base Certificate incorporatingthe Borrower shall deliver to the Lender, inter alia, a schedule of credit notesin form and substance acceptable to the Lender, a summary aged trial balance of collections all then existing Accounts specifying the names, addresses, face amount and dates of accounts receivableinvoices for each Account the Borrower obligated on an Account so listed ("Schedule of Accounts"), a schedule and upon demand, the original or copies, as request, of all documents, including, without limitation, proofs of delivery, repayment histories and present status reports, relating to the Accounts so scheduled and such other matters and information relating to the status of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may Lender shall reasonably request;. (b) upon requestPromptly upon, copies but in no event later than ten (10) Business Days after, the Borrower's learning thereof, inform the Lender, in writing, of invoices(i) any material delay in the Borrower's performance of any of its obligations to any material Account Debtor and of any assertion of any material claims, credit notesoffsets or counterclaims by any Account Debtor and of any material allowances, shipping credits or other monies granted by the Borrower to any Account Debtor, and delivery documents;(ii) all material adverse information relating to the financial condition of any material Account Debtor. (c) monthly ageings of accounts receivable to be delivered no later than Upon the 10th day of each month in respect request of the immediately preceding Lender, the Borrower shall deliver to Lender, in form and substance acceptable to the Lender, a report summarizing, on a LIFO and FIFO basis, the kind, type, quality and quantity of Inventory as of the end of such month;, the Borrower's cost therefor, and summaries of Inventory by categories or classifications and by location. (d) monthly perpetual inventory reports by category to be delivered no later than The Borrower shall provide the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) Lender with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report copies of all agreements between the Borrower and any warehouse at which Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall request may from time to time; and (j) certificates time be kept and all leases or similar agreements between the Borrower or any of an officer of Ideal certifying as to its Affiliates and any other Person, whether the foregoing;Borrower or its Affiliate is lessor or lessee thereunder.

Collateral Reporting. it will Provide Agent (and, at the request of any Co-Agent, provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Co-Agents) with the following documents at the following times in form satisfactory to the Agent: (a) on a weekly basis on each Wednesday based on figures as of the previous FridayBusiness Day, a Borrowing Base Certificate incorporatingsales journal, inter aliacollection journal, a schedule of and credit notes, a summary of collections of accounts receivable, a schedule of Accounts created register since the last such scheduleschedule and a calculation of the Borrowing Base as of such date, (b) on a monthly basis and, in any event, by no later than the fifteenth (15th) day of each fiscal month during the term of this Agreement, (i) a detailed calculation of the Borrowing Base, and (ii) a detailed aging, by total, of the Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Agent, (c) on a monthly basis and, in any event, by no later than the fifteenth (15th) day of each fiscal month during the term of this Agreement, a summary aging, by vendor, of Borrower's accounts payable and any book overdraft, (d) on a weekly basis, Inventory reports specifying Borrower's cost and the wholesale market value of its Inventory by category, with effect additional detail showing additions to and deletions from any Inventory Eligibility Datethe Inventory, a report (e) on each Business Day, notice of the Inventory balance all returns, disputes, or claims in excess of $25,000, (by location) based on the perpetual inventory reports and such further details as the Agent may request; (bf) upon request, copies of invoicesinvoices in connection with the Accounts, customer statements, credit notesmemos, remittance advices and reports, deposit slips, shipping and delivery documents; documents in connection with the Accounts and for Inventory and Equipment acquired by Borrower, purchase orders and invoices, (cg) monthly ageings on a quarterly basis, a detailed list of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; Borrower's customers, (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (eh) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details calculation of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customerDilution for the prior month; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such electronic data or other reports as to the Collateral and or the Accounts (and each financial condition of Borrower hereby authorises the as Agent to make enquiries of its customers in this respect) as the Agent shall may request from time to time; . Original sales invoices evidencing daily sales shall be mailed by Borrower to each Account Debtor and , after an Event of Default has occurred and is continuing, and at Agent's direction (j) certificates or at the request of an officer of Ideal certifying as to the foregoing;any Co-Agent), the

Collateral Reporting. it will (a) Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in a form satisfactory to the Agent: (ai) as soon as possible after the end of each month (but in any event within twenty (20) Business Days after the end thereof), on a weekly basis on each Wednesday based on figures monthly basis, and at any time an Increased Collateral Reporting Event exists or has occurred and is continuing, more frequently as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; : (bA) upon requestInventory reports by category, copies (B) a Collateral mix report, in form and substance satisfactory to Agent; (C) a statement confirming the payment of invoices, credit notes, shipping rent and delivery documents; (c) monthly ageings other amounts due to owners and lessors of accounts receivable to be delivered no later than the 10th day of each month in respect of real property used by any Borrower or Guarantor during the immediately preceding month, subject to year- end or periodic adjustments; provided, that, if such Increased Collateral Reporting Event ceases to exist as determined by Agent, Borrowers shall thereafter deliver such collateral reports described in this Section 7.1(a)(i) on a monthly basis as provided herein; (dii) monthly perpetual inventory reports by category to be delivered no later than as soon as possible after the 10th day end of each month (but in respect of any event within twenty (20) Business Days after the immediately preceding month; (e) end thereof), on a monthly basis, a report listing Borrowing Base Certificate, certified by the top ten (10) customers principal accounting officer, treasurer or principal financial officer of Ideal during that montheach Borrower as true and correct, providing (i) details which shall include the calculation of the level Compliance Excess Availability and the calculation of sales made Net Amount of Eligible Credit Card Receivables, Net Amount of Eligible Damaged Goods Vendors Receivables and Net Amount of Eligible Sell-Off Vendors Receivables after giving effect to the assertion of any claims, offsets, defenses or counterclaims by any account debtor, or any disputes with account debtors, or any settlement, adjustment or compromise thereof; provided, that, at any time an Increased Collateral Reporting Event exists or has occurred and is continuing, as soon as possible after the end of each week (but in any event within three (3) Business Days after the end thereof), a Borrowing Base Certificate duly executed and together with all schedules required pursuant to the terms of each such customer; (ii) details of any credit notes issued Borrowing Base Certificate duly completed, and if such Increased Collateral Reporting Event ceases to each such customer or any other account adjustments made in respect of such customer; and exist as determined by Agent, Borrowers shall thereafter deliver a Borrowing Base Certificate on a monthly basis as provided herein; (iii) as soon as possible after the end of each fiscal month (but in any event within twenty (20) Business Days after the end thereof), on a monthly basis, and at any time an Increased Collateral Reporting Event exists or has occurred and is continuing, more frequently as Agent may request, (A) perpetual Inventory reports by location and category (and including the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, bailees or other third parties in possession of the Collateral); (B) the addresses of all new retail store locations of any Borrower or Guarantor opened, and existing retail store locations closed or sold, in each case during the immediately preceding fiscal month, and (C) a report of all deposit accounts (including without limitation local retail store deposit accounts) opened by any Borrower or Guarantor with any bank during the immediately preceding fiscal month, which report shall include the Borrower or Guarantor in whose name the account is maintained, the account number of such account, the name and address of the bank at which such account is maintained, the purpose of such account and the amount held in such account if any, on or about the date of cash actually received from each such customer during the relevant monthreport; provided, that, if such Increased Collateral Reporting Event ceases to exist as determined by Agent, Borrowers shall thereafter deliver such collateral reports described in this Section 7.1(a)(iii) on a monthly basis as provided herein; (fiv) with effect from as soon as possible after the end of each fiscal quarter (but in any Inventory Eligibility Dateevent within twenty (20) Business Days after the end thereof), upon on a quarterly basis, and at any time an Increased Collateral Reporting Event exists or has occurred and is continuing, more frequently as Agent may request, monthly perpetual inventory a report detailing Inventory turnover; provided, that, if such Increased Collateral Reporting Event ceases to exist as determined by Agent, Borrowers shall thereafter deliver such collateral reports with effect from any Inventory Eligibility Date, described in this Section 7.1(a)(iv) on a quarterly report of all Inventory based on a physical stock countbasis as provided herein; (gv) monthly ageings upon the occurrence and during the continuance of accounts payable no later than the 10th day an Event of Default or during such time as Agent performs an audit or examination of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal Borrowers and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility DateGuarantors, upon Agent’s reasonable request, (A) amounts owing to owners and lessors of retail store locations, (B) copies of all bank statements, (C) copies of shipping and delivery documents, and (D) copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Companyany Borrower or Guarantor; (ivi) upon Agent’s reasonable request, (A) reports of sales for each category of Inventory, (B) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to each Borrower related to the applicable documentary Letter of Credit and/or ▇▇▇▇ of lading number, (C) copies of remittance advices and reports, (D) copies of bank statements relating to the Blocked Accounts, (E) reports by retail store location of sales and operating profits for each such retail store location, and (F) agings of accounts payable (and including information indicating the amounts owing to owners and lessors of leased premises (except for the retail store locations), warehouses, fulfillment centers, bailees and other third parties from time to time in possession of any Collateral); (vii) upon the occurrence and during the continuance of an Event of Default, as frequently as Agent may request, (A) the monthly statements received by any Borrower or Guarantor or any of its Affiliates from any Credit Card Issuers or Credit Card Processors, together with such additional information with respect thereto as shall be sufficient to enable Agent to monitor the transactions pursuant to the Credit Card Agreements, (B) a report of credit card sales during the preceding month, including the amount of the chargebacks, fees, factored receivables, and credits with respect thereto and providing an aging of such sales identifying those outstanding more than five (5) days since the sale date giving rise thereto, and (C) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals; and (viii) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; and. (jb) certificates If any Borrower’s or Guarantor’s records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, such Borrower or Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will provide the Provide Agent (and if so requested by Agent, in with copies for each case in respect Lender) with each of each Trading Company, and on a consolidated and consolidating basis, with the following documents set forth below at the following times in form satisfactory to Agent: If (x) no Increased Reporting Period is in effect, monthly, as soon as practicable (but in any event no later than the Agent: 15th day after the end of each month), or (ay) on a weekly basis on an Increased Reporting Period is in effect, weekly, as soon as practicable (but in any event no later than two (2) Business Days after the end of each Wednesday based on figures as of week, commencing with the previous Fridayfirst such day to occur during any Increased Reporting Period), a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance or (by locationz) based on the perpetual inventory reports and such further details more frequently as the Agent may reasonably request; : (a) schedules of sales made, credits issued and cash received, (b) inventory reports by location and category (and including the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), and (c) an executed Borrowing Base Certificate as of the last Business Day of the immediately preceding period, together with all schedule, each duly completed, as required pursuant to the terms of the Borrowing Base Certificate. Monthly (no later than the 15th Business Day after the end of each month), or more frequently as Agent may reasonably request: (a) perpetual inventory reports, (b) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger), (c) agings of accounts payable (and including information indicating the amounts owing to owners and lessors of leased premises, warehouses, processors and other third parties from time to time in possession of any Collateral), and (d) a schedule of all ethanol purchase and sale contracts or agreements constituting a Material Contract entered into, amended or terminated during the previous month. Promptly upon request, request by Agent: (a) copies of customer statements, purchase orders, sales invoices, credit notesmemos, remittance advices and reports, and copies of deposit slips and bank statements, (b) copies of shipping and delivery documents; , (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company; any Borrower, and (id) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; and (j) certificates . It being acknowledged and agreed that, with respect to each of an officer of Ideal certifying as to the foregoing;, if Borrowers’ records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrowers hereby irrevocably authorize such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. it will The Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in form satisfactory to the Agent: : (a) on a weekly basis on each Wednesday based on figures as of the previous Fridaydaily basis, a Borrowing Base Certificate incorporating(reflecting the calculation of the Accounts and Inventory components thereof as provided in the definition of Borrowing Base Certificate) and on a weekly basis, inter aliaor more frequently if requested by the Agent, a schedule of credit notesthe Borrower's sales, a summary of Accounts, collections of accounts receivableand credits, a schedule of Accounts created in each case created, received or granted since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; ; (b) upon requeston a weekly basis, copies not later than Tuesday of invoicesthe following week, credit notesan aging of the Borrower's Accounts, shipping together with, if requested by the Agent, a reconciliation to the previous week's aging of the Borrower's Accounts and delivery documents; to the Borrower's general ledger; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no not later than the 10th fifteenth day of the following month, together with a specific breakdown (in reasonable detail) report indicating for each Account Debtor to whom the Borrower owes $10,000 or more as of the monthly ageings last day of accounts payable the previous month the name of such Account Debtor, the amount owed by the Borrower to such Account Debtor as of the last day of such previous month and the amount owed by such Account Debtor to the largest ten supplier creditors of Ideal and details Borrower as of the Inventory held by Ideal in respect last day of such accounts payable previous month; (d) on a monthly basis (or more frequently if requested by the Agent), Inventory reports by category, with additional detail, if requested by the Agent, showing additions to and each such supplier; deletions from the Inventory, and, on a weekly basis, a summary Inventory report; (he) with effect from any Inventory Eligibility Date, upon requestrequest during the continuance of a Default, copies of purchase ordersinvoices in connection with the Borrower's Accounts, invoicescustomer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with the Borrower's Accounts and for Inventory and Equipment acquired by that Trading Company; the Borrower, purchase orders and invoices; (if) upon request, a statement of the balance of each of the Intercompany Accounts; (g) upon request, an open voucher and cash requirements report; (h) such other reports as to the Collateral and of the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; and and (ji) certificates with the delivery of each of the foregoing, a certificate of the Borrower executed by an officer of Ideal thereof certifying as to the accuracy and completeness of the foregoing;. If any of the Borrower's records or reports of the Collateral are prepared by an accounting service or other agent, the Borrower hereby authorizes such service or agent to deliver such records, reports, and related documents to the Agent, for distribution to the Lenders.

Collateral Reporting. it will Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in a form satisfactory to the AgentLender: (a) on a weekly basis monthly basis, on or before the tenth (10th) Business Day after the closing date for the immediately preceding monthly period for such period or more frequently Lender may reasonably request: (i) perpetual inventory reports; (ii) inventory reports by category; (iii) summary agings of accounts payable, lease payables and other payables; (iv) summary reports of sales for each Wednesday based category of Inventory; (v) summary reports on figures as sales and use tax collections, deposits and payments, including monthly sales and use tax accruals; (vi) reports on Accounts, Credit Card Receivables, and other indebtedness owed to Borrower, including aggregate outstanding amounts by category, payments, accruals and returns and other credits; (vii) a certificate from an authorized officer of the previous FridayBorrower representing that Borrower has made payment of sales and use taxes during such month or, a Borrowing Base Certificate incorporatingat Lender's request, inter alia, other evidence of such payment; and (viii) a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (of Borrower by retail store and warehouse location of Borrower, setting forth the aggregate cost and Retail Sales Price of such Inventory located at each such retail store or warehouse location) based on the perpetual inventory reports and such further details as the Agent may request; (b) upon on the Monday of each week, as of the immediately preceding Business Day, or more frequently as Lender may reasonably request, a schedule of the Inventory of Borrower, setting forth the aggregate cost and Retail Sales Price of such Inventory; (c) on the Monday of each week for the immediately preceding week ending on the close of business on the Friday of that week or more frequently as Lender may reasonable request: (i) reports of deposits in each of Borrower's depository accounts and in the Blocked Account and amounts retained by Borrower, together with the separate amounts thereof arising from cash sales, Credit Card Receivables; (ii) except as otherwise agreed in writing by Lender, reports of the costs and other information as required by Lender of Inventory and other goods which are either acquired by Borrower with Letter of Credit Accommodations which are the subject of bills of lading and which have not been delivered to Borrower at the permitted locations of Eligible Inventory in the United States; (iii) summary reports of sales of Inventory, indicating gross sales, returns, allowances and net sales; and (iv) summary reports of all Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or ▇▇▇▇ of lading number, (d) on a quarterly basis, on or before the tenth (10th) Business Day after the end of each of Borrower's fiscal quarters for the immediately preceding fiscal quarter period, or more frequently as Lender may reasonably request: (i) reports by retail store location of sales and operating profits for each such retail store location; and (ii) agings of accounts receivable; (e) upon Lender's reasonable request: (i) copies of invoicescustomer statements and credit memos, credit notesremittance advices and reports, and copies of deposit slips and bank statements; (ii) copies of shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company;Borrower; and (iiv) the results of periodic counts of Inventory performed by an independent firm satisfactory to Lender, (f) as soon as available, but in any event not later than ten (10) days after receipt by Borrower, the monthly statements received by Borrower from any Credit Card Issuers or Credit Card Processors, together with such additional information with respect thereto as shall be sufficient to enable Lender to monitor the transactions pursuant to the Credit Card Agreements; and (g) such other reports as to the Collateral or other property which is security for the Obligations, projections, budgets, business plans, statements of cash flow and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) other information as the Agent Lender shall reasonably request from time to time; and (j) certificates . If any of Borrower's records or reports of the Collateral or other property which is security for the Obligations are prepared or maintained by an officer accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Lender and to follow Lender's instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will provide The Borrower shall provide, or cause to be provided, to the Agent the following documents on or before the twentieth (20th) day of each Fiscal Period (unless specifically indicated otherwise), or more frequently if requested by the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, with the following documents at the following times in form satisfactory to the Agent:for the (a) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of the Borrower's Accounts created or acquired since the last such schedule, with effect from any Inventory Eligibility Date, schedule and a report of Borrowing Base Certificate; PROVIDED that such schedule and Borrowing Base Certificate may be provided by the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; Borrower more frequently to redetermine Available Credit; (b) an aging of the Borrower's Accounts together with a reconciliation to the previous calendar month end's accounts receivable balance of the Borrower's Accounts and to its general ledger; (c) an aging of the Borrower's accounts payable; (d) upon the Agent's request, copies of invoicesinvoices in connection with the Borrower's Accounts, customer statements, credit notesmemos, remittance advices and reports, deposit slips, and shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than documents in connection with the 10th day of each month in respect of Borrower's Accounts acquired by the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basisBorrower, a report listing the top ten (10) customers of Ideal during that monthpurchase orders, providing (i) details of the level of sales made to each such customerand invoices; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon the Agent's request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report statement of all Inventory based on a physical stock count; the balance of each of the Intercompany Accounts; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; and and (jh) certificates with the delivery of an officer each of Ideal the foregoing, a certificate of the Borrower executed by a Responsible Officer of the Borrower certifying as to the accuracy and completeness of the foregoing;. If any of the Borrower's records or reports of the Collateral are prepared by an accounting service or other agent, the Borrower hereby authorizes such service or agent to deliver such records, reports, and related documents to the Agent, for distribution to the Lenders.

Collateral Reporting. it will (a) The Company shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Administrative Agent with the following documents at the following times in a form reasonably satisfactory to the Administrative Agent: (ai) as soon as possible after the end of each month (but in any event within fifteen (15) Business Days after the end thereof), on a weekly monthly basis or more frequently as Administrative Agent may request, (A) inventory reports by location and category (and including the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), (B) agings of accounts receivable (together with a reconciliation to the general ledger) and (C) agings of accounts payable (and including information indicating the amounts owing to owners and lessors of leased premises, warehouses, processors and other third parties from time to time in possession of any Collateral); (ii) as soon as possible after the end of each month (but in any event within fifteen (15) Business Days after the end thereof), on each Wednesday based on figures a monthly basis or, upon the occurrence and during the continuance of a Cash Management Event, more frequently as of the previous FridayAdministrative Agent may request, a Borrowing Base Certificate incorporatingCertificate, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since duly completed and certified by the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may requestCompany’s chief executive officer or chief financial officer; (biii) upon Administrative Agent’s request, (A) copies of customer statements, purchase orders, sales invoices, credit notesmemos, remittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents; , (cC) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Companyany Borrower or Guarantor and (D) perpetual inventory reports, in each case, within a reasonable period of time following such request; (iiv) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Administrative Agent shall reasonably request from time to time; and, within a reasonable period of time following such request. (jb) certificates If any Borrower’s or Guarantor’s records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, such Borrower and Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Administrative Agent and to follow Administrative Agent’s instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will The Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents documents, consolidated for both Borrowers, at the following times in form satisfactory to the Agent:. (a) on On a weekly monthly basis on by the 20th day of each Wednesday based on figures as of month, or more frequently if requested by the previous Friday, Agent: (i) a Borrowing Base Certificate incorporatingfor the immediately preceding month, inter alia, together with a schedule of credit notesthe Borrowers’ Accounts created, a summary of collections of accounts receivablecredits given, a schedule of cash collected and other adjustments to Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report date of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may requestlast monthly Borrowing Base Certificate; (bii) upon requesta monthly aging of the Borrowers’ Accounts, copies of invoices, credit notes, shipping and delivery documentstogether with a reconciliation to the Borrowers’ general ledger; (ciii) a monthly ageings aging of the Borrowers’ accounts receivable to be delivered no later than payable; and (iv) a detailed calculation of Eligible Accounts as of the 10th day of each month in respect end of the immediately preceding month;. (db) On a monthly perpetual inventory reports basis, by the Wednesday of the fourth Fiscal Week of each Fiscal Month, or more frequently if requested by the Agent: (i) a monthly Inventory report by category to be delivered no later than and location; and (ii) a detailed calculation of Eligible Inventory as of the 10th day of each month in respect end of the immediately preceding month;. (c) During any period other than a Minimum Excess Availability Period, on a weekly basis by the second Business Day of each week, or more frequently at the option of the Borrowers: (i) a Borrowing Base Certificate for the immediately preceding week, together with a schedule of the Borrowers’ Accounts created, credits given, cash collected and other adjustments to Accounts since the date of the last weekly Borrowing Base Certificate, which Borrowing Base Certificate shall reflect the Inventory set forth in the most recent monthly Inventory Borrowing Base Certificate or weekly Borrowing Base Certificate, as the case may be; and (ii) a weekly aging of the Borrowers’ Accounts corresponding to the ending balance of Accounts reflected on the weekly Borrowing Base Certificate delivered pursuant to clause (i) above. (d) During any period other than a Minimum Excess Availability Period, on a weekly basis by the second Business Day of each week, an Inventory report, in form and substance agreed upon by LS&Co and the Agent, for the immediately preceding week by category and location corresponding to the Borrowers’ perpetual records. (e) on a monthly basis, a report listing Upon the top ten (10) customers request of Ideal during that month, providing the Agent: (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase ordersinvoices in connection with the Borrowers’ Accounts, invoicescustomer statements, credit memos, remittance advices and delivery reports, deposit slips, shipping documents in connection with the Borrowers’ Accounts and for Inventory and Equipment acquired by that Trading Companythe Borrowers, purchase orders and invoices; (iii) a statement of the balance of each of the intercompany accounts; and (iii) such other reports as to the Collateral and of the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) Borrowers as the Agent shall reasonably request from time to time; and (j) certificates . If any of the Borrowers’ records or reports of the Collateral are prepared by an officer of Ideal certifying as accounting service or other agent, the Borrowers hereby authorize such service or agent to deliver such records, reports, and related documents to the foregoing;Agent, for distribution to the Lenders.

Collateral Reporting. it will Borrowers shall provide the AgentLender, in each case in respect of each Trading Company, and on a consolidated and consolidating basisupon Lender's request, with the following documents at the following times in form satisfactory to the Agent: (a) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; with reports of sales of Inventory by store, (b) upon request, copies of invoicesthe monthly statements received by Borrowers from any Credit Card Issuers or Credit Card Processors, credit notes, shipping together with such additional information with respect thereto as shall be sufficient to enable Lender to monitor the transactions pursuant to the Credit Card Agreements and delivery documents; (c) monthly ageings of accounts receivable such other reports as to be delivered no later than the 10th day of each month in respect of the immediately preceding month; Collateral as Lender shall request from time to time. In addition, Borrowers shall provide Lender (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (eI) on a monthly basis, a report listing on or before the top ten (10) customers tenth day of Ideal during that each month, providing with a Rent Report with respect to the previous month, and (iII) details with a borrowing base certificate and related collateral report, in each case in such scope and detail as Lender shall determine to be satisfactory, in its sole discretion, exercised in a commercially reasonable manner (x) on a weekly basis, on Friday of each week with respect to the previous week, during each of the level months of sales made July through and including November, and with respect to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of week during any other month if Excess Availability on any day during such customer; other week is less than $7,500,000 and (iiiy) the amount except as otherwise provided in clause (x) of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Datethis sentence, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable basis no later than the 10th day third Business Day of the following month, together with a specific breakdown (in reasonable detail) month during each of the monthly ageings months of accounts payable December through and including June. Such borrowing base certificate and related collateral report may include, without limitation, at Lender's discretion, on reasonable prior notice to Borrowers, (i) reports of sales of Inventory, indicating net sales, (ii) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrowers related to the largest ten supplier creditors applicable documentary letter of Ideal credit and/or ▇▇▇▇ of lading number, (iii) reports of amounts of consigned Inventory held by Borrowers by category and details consignor, (iv) reports of the Cost and Retail Value of the Inventory held (net of markdowns and shrink reserves), (v) reports on Accounts, including aggregate outstanding amounts by Ideal in respect category, payments, accruals and returns and other credits, (vi) copies of such accounts payable customer statements and each such supplier; credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (hvii) with effect from any Inventory Eligibility Datecopies of bills of lading, upon request, (viii) copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company; Borrowers, (iix) reports by retail store location of sales and operating profits for each such other retail store location; (x) accounts payable trial balance, (xi) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals; and (xii) accounts receivable detail as to Lender may request. If any of Borrowers' records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrowers hereby irrevocably authorize such service, contractor, shipper or agent to deliver such records, reports, and the Accounts (and each Borrower hereby authorises the Agent related documents to make enquiries of its customers in this respect) as the Agent shall request from time to time; and (j) certificates of an officer of Ideal certifying as to the foregoing;Lender.

Collateral Reporting. it will Each US Borrower shall provide the Agent, in each case in respect of each Trading Company, Agent and on a consolidated and consolidating basis, Tranche B Agent with the following documents at the following times in a form satisfactory to the Agent: Required Lenders: (a) on a weekly regular basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter aliarequired by Agent, a schedule of credit notesAccounts, sales made, credits issued and cash received; (b) on a summary of collections of accounts receivablemonthly basis within twenty (20) days after each month end or more frequently as Required Lenders may request, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by locationi) based on the perpetual inventory reports reconciled to the financial statements for such month, (ii) inventory reports by category, (iii) agings of accounts payable reconciled to the financial statements for such month, (iv) a reporting of all Chubb Insurance Company of Canada insured accounts receivable with a statement of any changes or deletions with respect thereto, (v) an officer’s certificate from a senior officer of each US Borrower confirming that all amounts due and payable by such further details US Borrower and any Obligors in respect of (A) all indebtedness for borrowed money, and (B) all rents payable in respect of Leased Real Property, have been paid on the dates such amounts were due and payable and (vi) a duly completed and executed Borrowing Base Certificate together with any information which Agent requests in connection therewith, which Borrowing Base Certificate shall, in no event, be deemed to limit, impair or otherwise affect the rights of Agent contained in this Agreement and in the event of any conflict or inconsistency between the calculations made in the Borrowing Base Certificate and those made by Agent, although Agent shall be under no obligation to make its own calculations, those made by Agent shall be binding and conclusive on US Borrowers absent manifest error; and (vii) an officer’s certificate from a senior officer of each US Borrower setting forth all due but unpaid tax obligations as the Agent of such time; (c) on a weekly basis (or more frequently as Required Lenders may request; ), within one (b1) Business Day following the end of each calendar week, an accounts receivable aged trial balance; (d) upon Agent’s request, (i) copies of invoicescustomer statements and credit memos, credit notesremittance advices and reports, and copies of deposit slips and bank statements, (ii) copies of shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company; a US Borrower; (ie) agings of accounts receivable on a monthly basis within twenty (20) days after month end or more frequently as Agent may request; and (f) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent Required Lenders shall request from time to time; and (j) certificates . If any of a US Borrower’s records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, such US Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will (a) Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in a form satisfactory to the AgentLender: (ai) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter aliabasis, a schedule (broken down by each Borrower) of credit notessales made, credits issued and cash received, together with such supporting documentation and detail with respect thereto as Lender may request in good faith; (ii) on a summary monthly basis so long as aggregate Excess Availability of collections Borrowers is equal to or greater than $5,000,000 or more frequently as Lender may request if aggregate Excess Availability of Borrowers is less than $5,000,000, (A) perpetual inventory reports for each Borrower, (B) separate inventory reports for each Borrower and (solely with respect to UK Borrower and German Borrower) Equipment reports by location and category, (C) agings of accounts receivablepayable for each Borrower (and including information indicating the status of payments to owners and lessors of the leased premises of Borrowers), (D) agings of accounts receivable for each Borrower (together with a schedule reconciliation to the previous month's aging and general ledger), (E) a report with respect to all Inventory acquired by each Borrower on consignment or approval, which lists the location of Accounts created since such Inventory and such other information with respect thereto as Lender shall request, (F) a report listing the last such scheduleamounts and payee of all trade payables owing by German Borrower (together with the address of each payee), with effect from any Inventory Eligibility Date, (G) a report of the Inventory balance Priority Payables of each Borrower and (by locationH) based on the perpetual inventory reports and such further details as the Agent may requestwith respect to German Borrower, a list in reasonable detail of all Accounts; (biii) upon requestsuch other reports as to the Collateral as Lender shall request in good faith from time to time, including, without limitation (A) copies of invoicescustomer statements and credit memos, credit notesremittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iiiC) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall request from time to timea Borrower; and (jiv) certificates on a monthly basis so long as aggregate Excess Availability of an officer Borrowers is equal to or greater than $5,000,000 (or more frequently as Lender may request if aggregate Excess Availability of Ideal certifying Borrowers is less than $5,000,000), a Borrowing Base Certificate setting forth the calculation of the Borrowing Base of each Borrower as of the last Business Day of the immediately preceding week as to the Accounts and the Eligible Cash Collateral and as of the last day of the preceding month as to Inventory, duly completed and executed by the chief financial officer or other appropriate financial officer of Borrowers acceptable to Lender, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed (including a schedule of all Accounts created, collections received and credit memos issued for each day of the immediately preceding one (1) week period; (b) Nothing contained in any Borrowing Base Certificate shall be deemed to limit, impair or otherwise affect the rights of Lender contained herein and in the event of any conflict or inconsistency between the calculation of the Borrowing Base as set forth in any Borrowing Base Certificate and as determined by Lender in good faith, the determination of Lender shall govern and be conclusive and binding upon Borrowers and Guarantors. Without limiting the foregoing;, Borrowers shall furnish to Lender any information which Lender may reasonably request regarding the determination and calculation of any of the amounts set forth in any Borrowing Base Certificate. (c) All of the documents, reports and schedules provided by Borrowers to Lender hereunder for Receivables payable in any currency other than US Dollars and Inventory located outside the United States of America shall set forth the US Dollar Equivalent for the amount of the Receivables and Value of the Inventory included in any such documents, reports or schedules. For purposes hereof, Lender may, at its option, provide to Borrower Agent, at least five (5) Business Days prior to the date any such documents, reports or schedules are required to be provided by Borrowers to Lender hereunder, the Exchange Rates required to set forth the US Dollar Equivalent in such documents, reports and schedules and in the event Lender shall fail to do so, Borrowers shall use such rates of exchange with respect to the applicable currencies as Borrowers use for such purpose in the ordinary course of business consistent with current practices as of the date hereof and shall identify such rates of exchange in any such documents, reports and schedules. (d) If any of Borrower's or Guarantor's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, each Borrower and Guarantor hereby irrevocably authorizes such service, contractor, shipper or Lender to deliver such records, reports, and related documents to Lender and to follow Lender's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing. Lender shall notify Borrower Agent of the exercise of its rights under this Section 7.1(d), so long as Borrowers and Guarantors agree not to send any instructions to such service, contractor, shipper or agent which are inconsistent with the instructions of Lender or otherwise interfere with the exercise by Lender of its right to obtain any information pursuant hereto.

Collateral Reporting. it will (a) Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in a form satisfactory to the Agent: (ai) on a weekly basis on each Wednesday based on figures as promptly following Agent’s request, schedules of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports sales made and such further details as the Agent may requestcash received; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (eii) on a monthly basis, and, during an Additional Collateral Reporting Period, more frequently, as Agent may request, (A) perpetual Inventory (in respect of distribution center Inventory) and retail stock ledger reports, (B) summary Inventory mix reports by distribution center and by retail stores in the aggregate (and including the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), (C) a report listing of new purchases of Inventory consisting of produce, dairy, meat and seafood or other categories or departments of Inventory as requested by Agent; (D) agings of accounts payable and accrued payables (and including information indicating the top amounts owing to Farm Product Sellers and to owners and lessors of leased premises, warehouses, processors and other third parties from time to time in possession of any Collateral), (E) rent payments and aging of rent payments, (F) Inventory shrink reports in form and detail satisfactory to Agent, (G) reports showing the total exposure and net obligations of each Borrower and Subsidiary under each Rate Protection Agreement, (H) a report of pharmacy sales, receivable collections and receivable credits during the immediately preceding month, (I) an aging of Pharmacy Receivables (including without limitation Medicare Pharmacy Receivables and Medicaid Pharmacy Receivables), (J) a report of credit card sales, including the amount of the chargebacks and credits with respect thereto, during the immediately preceding month, (K) an aging of Credit Card Receivables which shall identify those outstanding more than ten (10) customers days after the date of Ideal the sale of Inventory giving rise to such Credit Card Receivables, (L) reports showing the number of prescriptions filled and average dollar amount of such prescriptions for each of the pharmacies of Borrowers by store location, (M) a report of pharmacy closings during that the immediately preceding month, providing (iN) details a statement of the level then current balance of sales made the aggregate amount of the Indebtedness permitted under Section 7.2.2(k) hereof and any reports or statements received by or on behalf of a Borrower from any Insurance Premium Lender which set forth any amounts paid to each such customer; (ii) details of any credit notes issued Insurance Premium Lender or amounts due and owing to each such customer or any other account adjustments made Insurance Premium Lender in respect of such customer; Indebtedness, and (O) a statement of the amount of Qualified Cash held in the Qualified Cash Account; (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the promptly following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon Agent’s request, copies of purchase orders, invoices, deposit slips and delivery documents for Inventory and Equipment acquired by that Trading Companybank statements of any Borrower or any of its Subsidiaries; (iiv) promptly following the end of each Fiscal Month (but in any event within ten (10) Business Days after the end thereof), and, during an Additional Collateral Reporting Period, more frequently as Agent may request, a Borrowing Base certificate, substantially in the form of Exhibit F hereto, or with additional form and detail (including as to Eligible Inventory) as Agent may require (each a “Borrowing Base Certificate”); provided that if a Borrowing Base Certificate is required to be delivered more frequently than at the end of each Fiscal Month, Borrowers may use certain information from the most recently delivered Borrowing Base Certificate solely to the extent such information has not been made available any more recently than such most recently delivered Borrowing Base Certificate and is not required to be made so available pursuant to Section 7.3.1(a)(ii) above; (v) upon Agent’s request, the monthly statements received by any Borrower or any of its Affiliates from any Credit Card Issuers or Credit Card Processors, together with such additional information with respect thereto as shall be sufficient to enable Agent to monitor the transactions pursuant to the Credit Card Agreements; and (vi) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; and. (jb) certificates If any Borrower’s or Guarantor’s records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, such Borrower and Guarantor hereby irrevocably authorized such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Ideal certifying Default exists or has occurred and is continuing. (c) Nothing contained in any Borrowing Base Certificate shall be deemed to limit, impair or otherwise affect the rights of Agent or Lender contained herein and in the event of any conflict or inconsistency between the calculation of the Borrowing Base as to set forth in any Borrowing Base Certificate and as determined by Agent, the determination of Agent shall govern. Without limiting the foregoing;, Borrowers shall furnish to Agent any information which Agent may request regarding the determination and calculation of any of the amounts set forth in any Borrowing Base Certificate.

Collateral Reporting. it will (a) Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in a form satisfactory to the Agent: (ai) as soon as possible after the end of each week (but in any event by each Wednesday after the end thereof), on a weekly basis or more frequently as Lender may request, (A) schedules of sales made, credits issued and cash received, (B) schedules of accounts payable and other amounts payable by Borrowers and Guarantors to their respective account debtors (including, without limitation, the amount of credits and rebates payable in connection with scrap tolling arrangements) and (C) schedules of Commodity Inventory sold and/or purchased pursuant to the Commodity Inventory Purchase Agreements; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), on each Wednesday based on figures a monthly basis or more frequently as Agent may request, (A) perpetual inventory reports, (B) inventory reports by location and category (and including the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), (C) a comparative report of the previous Fridaycost of inventory by category in relation to the selling price and market value of such inventory, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections (D) agings of accounts receivablereceivable (together with a reconciliation to the previous month’s aging and general ledger), (E) agings of accounts payable (and including information indicating the amounts owing to owners and lessors of leased premises, warehouses, processors and other third parties from time to time in possession of any Collateral), (F) a schedule description of Accounts created since all arrangements relating to Commodity Hedging Obligations (including all liabilities and potential liabilities owing to securities intermediaries, commodities intermediaries and London Metals Exchange brokers and dealers) and the last cash and cash equivalents of Borrowers and Guarantors held by such scheduleintermediaries, with effect from any Inventory Eligibility Date, brokers and dealers and (G) a report of the Inventory balance (by location) based on the perpetual inventory reports Net Open Positions of Borrowers and such further details as the Agent may requestGuarantors; (biii) upon Agent’s request, (A) copies of invoicescustomer statements and credit memos, credit notesremittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iiiC) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Companyany Borrower or Guarantor; (iiv) upon Agent’s request, copies of any account statements received from securities intermediaries, commodities intermediaries and London Metals Exchange brokers and dealers; and (v) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall request in good faith from time to time; and. (jb) certificates If any Borrower’s or Guarantor’s records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, such Borrower and Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, with the following documents at the following times in form satisfactory to the Agent: (a) on a weekly basis on As soon as available, but in any event no later than Wednesday of each Wednesday based on figures as of week, or more frequently if requested by the previous FridayLender, the Parent shall deliver to the Lender a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since establishing the last such schedule, with effect from any Inventory Eligibility Date, a report Borrowing Base as of the end of the immediately preceding week certified by a Responsible Officer of the Parent. (b) the Parent shall cause to be prepared at its expense and shall deliver the following reports and other information to the Lender as of the times set forth below: (i) no later than 30 days after the end of each month, or more frequently if requested by the Lender, an inventory report as of the end of such month, including a calculation of all Eligible Inventory balance and all Inventory not constituting Eligible Inventory in form and detail acceptable to the Lender; (ii) no later than 30 days after the end of each month, or more frequently if requested by the Lender, Inventory reports as of the end of such month by category and location, together with a reconciliation to the Parent's general ledger; (iii) based upon request, but no more than four times each year provided no Default or Event of Default has occurred and is continuing, inventory appraisals prepared by an independent appraisers satisfactory to the Lender; provided, however, if a Default or Event of Default has occurred and is continuing, there shall be no limit on the perpetual number of inventory reports and such further details as appraisals the Agent Lender may request; (biv) upon request, copies of invoicescustomer statements, credit notesmemos, remittance advices and reports, deposit slips, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Companythe Borrowers, purchase orders and invoices; (iv) upon request, a statement of the balance of all assets and liabilities, however arising, which are due to any Borrower from, or which are due from any Borrower to, or which otherwise arise from any transaction by any Borrower with, any Affiliate of any Borrower; (vi) such other reports as to the Collateral and of the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) Borrowers as the Agent Lender shall reasonably request from time to time; and (jvii) certificates with the delivery of an officer each of Ideal the foregoing, a certificate of the applicable Borrower executed by a Responsible Officer certifying as to the accuracy and completeness of the foregoing;. If any of the Borrowers' records or reports of the Collateral are prepared by an accounting service or other agent, the Borrowers hereby authorizes such service or agent to deliver such records, reports, and related documents to the Lender and, at the Lender's request, an Affiliate of the Lender. (c) The Borrower shall permit the Lender to conduct field examinations of the Borrowers' Inventory and books and records up to four times during each twelve month period; provided, however, if a Default or Event of Default has occurred and is continuing, there shall be no limit on the number of field examinations the Lender may conduct.

Collateral Reporting. it will The Grantors shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in form satisfactory to the Agent: Lender: (a) on a weekly basis on each Wednesday based on figures as at the times specified in Section 5.2 of the previous FridayCredit Agreement, a schedule of the Grantors' Accounts created, credits given, cash collected and other adjustments to Accounts since the last such schedule and a Borrowing Base Certificate incorporatingwith such supporting documentation as is required by the Credit Agreement; (b) on a monthly basis, inter aliaby the 25th day after the end of each fiscal month, or more frequently if reasonably requested by the Lender, an aging of the Grantor's Accounts, together with a reconciliation to the corresponding Borrowing Base and to the Grantor's general ledger; (c) on a monthly basis by the 25th day after the end of each fiscal month, or more frequently if reasonably requested by the Lender, an aging of the Grantors' accounts payable; (d) on a monthly basis by the 25th day after the end of each fiscal month (or more frequently if reasonably requested by the Lender), a schedule detailed calculation of credit notesEligible Accounts and Eligible Inventory; (e) on a monthly basis by the 25th day after the end of each fiscal month (or more frequently if reasonably requested by the Lender), a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any if Inventory Eligibility Date, a report is part of the Borrowing Base, Inventory balance reports by category and location, together with a reconciliation to the corresponding Borrowing Base and to the Grantors' general ledger; (by location) based on the perpetual inventory reports and such further details as the Agent may request; (bf) upon request, copies of invoicesinvoices in connection with the Grantors' Accounts, customer statements, credit notesmemos, remittance advices and reports, deposit slips, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than documents in connection with the 10th day of each month in respect Grantors' Accounts and Equipment and, if Inventory is part of the immediately preceding month; (d) monthly perpetual inventory reports Borrowing Base, Inventory acquired by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basisGrantors, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customerpurchase orders and invoices; (iig) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day statement of the following month, together with a specific breakdown (in reasonable detail) balance of each of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; Intercompany Accounts; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports as to the Collateral and of the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) Grantors as the Agent Lender shall reasonably request from time to time; and and (ji) certificates with the delivery of each of the foregoing, a certificate of the Grantors executed by an officer of Ideal thereof certifying as to the accuracy and completeness of the foregoing;. If any of the Grantors' records or reports of the Collateral are prepared by an accounting service or other agent, the Grantors hereby authorize such service or agent to deliver such records, reports, and related documents to the Lender.

Collateral Reporting. it will (a) Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in a form reasonably satisfactory to the Agent: (ai) on a weekly basis on as soon as possible after the end of each Wednesday based on figures fiscal month (but in any event within ten (10) Business Days after the end thereof) so long as no Event of the previous FridayDefault has occurred and is continuing and Excess Availability shall be greater than $7,500,000 (and more frequently as Agent may reasonably require at any time an Event of Default has occurred and is continuing or Excess Availability is less than $7,500,000), a Borrowing Base Certificate incorporatingsetting forth the calculation of the Borrowing Base as of the last Business Day of the immediately preceding fiscal month as to the Inventory, inter aliaduly completed and executed by the chief financial officer, a schedule vice president of finance, treasurer, controller or other similar financial officer of Administrative Borrower, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed, including but not limited to an inventory summary report by category as determined by Borrowers in accordance with their current and prior inventory management policies (and upon Agent’s reasonable request, upon the occurrence and during the continuance of an Event of Default letter of credit notesinventory summary) and identifying where such Inventory is located; (ii) as soon as possible after the end of each fiscal month (but in any event within ten (10) Business Days after the end thereof), on a summary monthly basis or more frequently as Agent may reasonably request upon the occurrence and during the continuance of collections an Event of accounts receivable, Default or a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, Cash Dominion Triggering Event, (A) a report of all Asset Sales (as such term is defined in the Inventory balance Senior Secured Note Indenture) made by any Borrower or Guarantor made during the immediately preceding fiscal month which report shall include without limitation the amount of the Net Proceeds (as such term is defined in the Senior Secured Note Indenture) received by locationsuch Borrower or Guarantor in connection therewith and the use of such proceeds; (B) based confirmation that except as specified in such report (1) there are no past due trade accounts payable more than (30) days past the later of due date or the original invoice date thereof, and (2) there are no past due amounts owing to owners and lessors of leased premises (including retail store locations), warehouses, fulfillment centers, processors, custom brokers, freight forwarders and other third parties from time to time in possession of any Collateral, and (C) a certificate by the chief financial officer, vice president of finance, treasurer or controller or other similar financial or senior officer of Administrative Borrower consisting of: (1) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage or other applicable rent payment adjustments , except as otherwise specified, (2) the addresses of all new retail store or distribution center locations of Borrowers and Guarantors opened and existing retail store or distribution center locations closed or sold, in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (3) a report of any new deposit account established by any Borrower or Guarantor with any bank or other financial institution, including the Borrower or Guarantor in whose name the account is maintained, the account number, the name and address of the financial institution at which such account is maintained, the purpose of such account and, if any, the amount held in such account on or about the perpetual inventory reports date of such report, and (4) a statement that all sales and use taxes have been paid when due as of the date of the certificate, except as specifically described in such further details certificate and except where the non-payment of such sales and use taxes involves an aggregate amount of less than $100,000; and (iii) as soon as possible after the end of each fiscal quarter (but in any event within ten (10) Business Days after the end thereof), on a quarterly basis or more frequently as Agent may request;reasonably request upon the occurrence and during the continuance of an Event of Default or a Cash Dominion Triggering Event, inventory summary reports by location and category of Inventory (including the amounts of Inventory and the aggregate value thereof at each retail store location and at premises of warehouses or other third parties or is consigned inventory), (b) upon Agent’s reasonable request, (i) perpetual inventory summary reports by sku for each retail store location, (ii) summary reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (iii) a report of aggregate credit card sales for the requested period, including the amount of the chargebacks, fees, and credits with respect thereto and providing an aging of such related Receivables identifying those outstanding more than five (5) Business Days since the sale date giving rise thereto, and (iv) true, correct and complete copies of invoicesall agreements, credit notes, shipping documents and delivery documents;instruments relating to any Permitted Acquisition which Agent has not otherwise received; and (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; and (j) certificates . If any Borrower’s or Guarantor’s records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, such Borrower and Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further reasonable services, in each case, at any time that an Event of Ideal certifying as to the foregoing;Default has occurred and is continuing.

Collateral Reporting. it will provide the Provide Agent (and if so requested by Agent, in with copies for each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender) with the following documents at the following times in form satisfactory to the Agent: (a) on a weekly basis on by September 1st of each Wednesday based on figures as of the previous Fridayyear, a Borrowing Base Certificate incorporating, inter aliaReserve Report prepared by an Approved Engineer and reviewed and approved by Agent; and by March 1st of each year, a schedule Reserve Report prepared by Borrower or an Approved Engineer, as applicable, and reviewed and approved by Agent, all in accordance with the terms of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request;Section ------- 2.16; ---- (b) upon requestwith the delivery of each Reserve Report, copies Borrower shall provide to Agent, a certificate from the president or chief financial officer of invoicesBorrower certifying that, credit notesto the best of his knowledge: (i) the information contained in such Reserve Report and any other information delivered in connection therewith is true and correct; (ii) each of the Pledging Subsidiaries and the Partnerships own good and defensible title to its Borrowing Base Properties evaluated in such Reserve Report and are free of all Liens except for Permitted Liens; (iii) except as set forth on an exhibit to the certificate, shipping on a net basis there are no gas imbalances, take or pay or other prepayments with respect to the Borrowing Base Properties evaluated in such Reserve Report which would require the Pledging Subsidiaries or the Partnerships to deliver Hydrocarbons produced from such Borrowing Base Properties at some future time without then or thereafter receiving full payment therefor; (iv) none of the Borrowing Base Properties has been sold since the date of the last Borrowing Base determination; (v) attached to the certificate is a list of all Persons disbursing proceeds to Borrower, the Pledging Subsidiaries or the Partnerships from the Borrowing Base Properties; and delivery documents(vi) set forth on a schedule attached to the certificate is the PV-10 Value of all Borrowing Base Properties together with a list of the Wells that are owned by the ▇▇▇tnerships; (c) monthly ageings of accounts receivable to be delivered no later than as soon as available and in any event within 10 Business Days after the 10th day end of each month quarter-annual period commencing with the quarter ending September 30, 2002, a report setting forth, in respect form substantially similar to the form set forth on Schedule 6.2(c), the calculation as of the immediately last Business Day of the ---------------- quarter-annual period preceding monththe date of the delivery by the Borrower of such report, of the Total Value as determined by the Reserve Report most recently delivered by the Borrower under Section 6.2(a), each such report shall be --------------- accompanied by a certificate of the president or chief financial officer of Borrower certifying to the completeness and accuracy of the report, including the calculation of the Total Value comprising the Borrowing Base Properties; (d) monthly perpetual inventory reports by category to be delivered no later than as soon as available and in any event within 30 days after the 10th day end of each month in respect month, a report setting forth the amount of "funds held for future distribution" as of the immediately preceding monthclose of the month reported on as reflected in the monthly financial statements of Borrower, together with a certificate from the president or chief financial officer of Borrower certifying that Borrower and the Pledging Subsidiaries have paid and are current with respect to all royalties, overriding royalties and operating expenses relating to the Borrowing Base Properties except for those which are subject to a Permitted Protest; (e) upon request by Agent from time to time, copies of lease files, well files and contract files (including production reports on a monthly basiseach Well, a report listing the top ten (10marketing contracts, and information regarding locations of and equipment located on each Well) customers of Ideal during that month, providing (i) details each of the level of sales made Pledging Subsidiaries and the Partnerships with respect to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant monthBorrowing Base Properties; (f) such other information reports, statements, materials and data as to the wells operated by the Pledgi▇▇ ▇ubsidiaries or Partnerships or in which the Pledging Subsidiaries or Partnerships otherwise have an interest and the accounting and billing procedures utilized by the Pledging Subsidiaries in connection with effect from any Inventory Eligibility Datesuch wells as shall be reasonably req▇▇▇▇▇d by Agent including, upon requestwithout limitation, monthly perpetual inventory reports with effect from any Inventory Eligibility Daterelevant computer programs, a quarterly report of all Inventory based on a physical stock count;disks and tapes; and (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports as to the Collateral or the business or financial condition of Borrower, each of its Subsidiaries, and the Accounts (and each Borrower hereby authorises the Partnerships as Agent to make enquiries of its customers in this respect) as the Agent shall may reasonably request from time to time; and (j) certificates of an officer of Ideal certifying as to the foregoing;.

Collateral Reporting. it will The Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in form satisfactory to the Agent: : (a) on a weekly basis monthly basis, at any time prior to the first date, if any, on each Wednesday based on figures which either (i) the Loan to Availability Ratio is equal to or greater than 40% for five (5) consecutive Business Days or (ii) Availability as of the previous Fridayclose of Agent’s business is less than $50,000,000 (either of such dates, a Borrowing Base Certificate incorporating“Trigger Date”), inter aliaand on a weekly basis thereafter, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of the Borrower’s Accounts created since the last such schedule, with effect which schedule shall also identify any collections, credits and other adjustments in respect of the Borrower’s Accounts since the last such schedule, and a Borrowing Base Certificate; provided, however, that if after any Trigger Date the Loan to Availability Ratio is less than 40% for 120 consecutive days (such 120th day, a “Shut-Off Date”) then, from any Inventory Eligibility and after such Shut-Off Date, the Agent and the Lenders agree that the Borrower shall only be required to deliver each such schedule of Borrower’s Accounts and each such Borrowing Base Certificate on a report monthly basis until the next Trigger Date, if any, and on a weekly basis thereafter until the next Shut-Off Date, if any (the parties agree that the immediately preceding proviso shall govern the required frequency of the Inventory balance Borrower’s delivery of schedules of Borrower’s Accounts and Borrowing Base Certificates pursuant to this Section 6.7 in respect of each subsequent Trigger Date and Shut-Off Date occurring thereafter); (by locationb) based on a monthly basis, (i) within seven (7) Business Days after the perpetual inventory reports and such further details end of each month, an aging of the Borrower’s Accounts, together with a reconciliation to the previous month’s or week’s, as the Agent case may request; be, aging of the Borrower’s Accounts and to the Borrower’s general ledger; (bii) within ten (10) Business Days after the end of each month, an aging of the Borrower’s accounts payable; and (iii) within ten (10) Business Days after the end of each month, Inventory reports by category, with additional detail showing additions to and deletions from the Inventory; (c) upon request, copies of invoicesinvoices in connection with the Accounts, customer statements, credit notesmemos, remittance advices and reports, deposit slips, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than documents in connection with the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; Borrower’s Accounts and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; the Borrower, purchase orders and invoices; (id) upon request, a statement of the balance of each of the Intercompany Accounts; (e) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; and and (jf) certificates with the delivery of each of the foregoing, a certificate of the Borrower executed by an officer of Ideal thereof certifying as to the accuracy and completeness of the foregoing;. If any of the Borrower’s records or reports of the Collateral are prepared by an accounting service or other agent, the Borrower hereby authorizes such service or agent to deliver such records, reports, and related documents to the Agent, for distribution to the Lenders.

Collateral Reporting. it will (a) Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in a form satisfactory to the Agent: (ai) on a weekly basis on each Wednesday based on figures (or more frequently as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request), schedules of sales made, credits issued and cash received; (bii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), on a monthly basis or more frequently as Agent may request, (A) perpetual inventory reports, (B) inventory reports by location and category (and including the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), (C) reports setting forth Inventory on hand in excess of schedule production or with no demand and Inventory on hand greater than one hundred eighty (180) days from the date of purchase; (D) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger) and (E) agings of accounts payable (and including information indicating the amounts owing to owners and lessors of leased premises, warehouses, processors and other third parties from time to time in possession of any Collateral), provided, that, upon the occurrence of a Default or an Event of Default or if at any time Excess Availability is less than Three Million ($3,000,000) Dollars, such inventory reporting shall be required on a weekly basis (or more frequently as Agent may request); (iii) upon Agent’s request, (A) copies of invoicescustomer statements and credit memos, credit notesremittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iiiC) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading CompanyBorrower; (iiv) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall request from time to time; and. (jb) certificates If Borrower’s records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will (a) Borrowers, or Administrative Borrower on behalf of Borrowers, shall provide Agent with the following documents in a form satisfactory to Agent: (i) if requested by Agent, upon receipt by Borrowers each fiscal month from any Credit Card Processor or Credit Card Issuer, a report of credit card sales during such fiscal month, including the amount of the chargebacks, fees and credits with respect thereto; (ii) as soon as possible after the end of each fiscal month (but in any event within fifteen (15) Business Days after the end thereof), on a monthly basis or more frequently as Agent may request, (A) a summary perpetual Inventory report by retail store department reflecting retail value, substantially in the form of such report currently prepared by Borrowers, (B) a retail stock ledger report reflecting retail value and cost, in the form currently prepared by Borrower, (C) a reconciliation between (A) and (B) above, (D) a summary report of Inventory markdowns, (E) a summary aging of Borrowers' outstanding merchandise gift cards, (F) upon Agent's request, such other Inventory reports as are at any time prepared by Borrowers, in the form prepared by Borrowers, including, without limitation, Inventory reports by location and category (consisting of retail, factory outlet, direct catalog, letter of credit Inventory and in-transit Inventory and including the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), (G) prior to the occurrence of a Default or Event of Default that is continuing, a summary aging of accounts payable by due date and, from and after the occurrence and during the continuance of a Default or Event of Default, a detailed aging of accounts payable, and (H) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals; (iii) as soon as possible after the end of each fiscal month (but in any event fifteen (15) Business Days after the end thereof), in each case certified by the chief financial officer or controller of Borrowers or Administrative Borrower as true and correct: (A) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in respect of each Trading Company, and on a consolidated and consolidating basis, with the following documents at the following times in form satisfactory to the Agent: (a) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month, subject to year-end or periodic adjustments, (B) the addresses of all new retail store locations of Borrowers opened and existing retail store locations closed or sold, in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, and (C) a report of any new deposit account established or used by any Borrower with any bank or other financial institution, including the Borrower in whose name the account is maintained, the account number, the name and address of the financial institution at which such account is maintained, the purpose of such account and, if any, the amount held in such account on or about the date of such report; (div) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon promptly following Agent's request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (gA) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders(or, invoicesso long as no Default or Event of Default shall have occurred and be continuing, access to Borrowers' original records relating to) deposit slips and bank statements, (B) copies of (or so long as no Default or Event of Default shall have occurred and be continuing, access to Borrowers' original records relating to) shipping and delivery documents for Inventory sold by any Borrower, and Equipment (C) copies of (or so long as no Default or Event of Default shall have occurred and be continuing, access to Borrowers' original records relating to) purchase orders, invoices and delivery documents for Inventory acquired by that Trading Companyany Borrower; (iv) promptly following Agent's request, (A) reports of sales for each category of Inventory, including, without limitation, sales of inventory consigned to Borrowers at each shoe department leased by Stein Mart to other Persons at Stein Mart's retail store locations, ▇▇▇ (B) reports of aggregate In▇▇▇▇▇ry purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to any Borrower related to the applicable documentary letter of credit and/or bill of lading number; (vi) upon Agent's request, ▇▇ch information as shall be sufficient to enable Agent to monitor the transactions pursuant to the Credit Card Agreements; (vii) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; and. (jb) certificates If any Borrower's records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, such Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent's instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will Each Borrower, a portion of whose assets are included in the Borrowing Base, shall provide the Agent with the following documents at the following times in form satisfactory to the Agent (including in sufficient number, if applicable, for the Agent to provide a copy to those Lenders who request a copy thereof from the Agent): (a) within ten (10) days after the end of each month (for such month), or more frequently if reasonably requested by the Agent, in each case in respect an aging of each Trading CompanyBorrower's Accounts, together with, within ten (10) Business Days after the end of each month (for such month), a reconciliation to the detailed calculation of the Borrowing Base and to such Borrower's general ledger; (b) within ten (10) days after the end of each month (for such month), or more frequently if reasonably requested by the Agent, Inventory reports of each Borrower by category (including Appliance, Salton at Home, Personal Care and Wellness and In-Transit) and facility location, together with, within ten (10) Business Days after the end of each month (for such month), a reconciliation to the detailed calculation of the Borrowing Base and to such Borrower's general ledger; (c) upon reasonable request, copies of invoices in connection with each Borrower's Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with such Borrower's Accounts; (d) such other reports as to the Collateral of such Borrower as the Agent shall reasonably request from time to time; (e) on a consolidated monthly basis by the 10th day of the following month, or more frequently if requested by the Agent, an aging of such Borrower Party's accounts payable; and consolidating basis(f) with the delivery of each of the foregoing (other than clause (c)), a certificate of the Administrative Borrower executed by an officer thereof certifying as to the accuracy and completeness of the foregoing. The Parent shall provide the Agent with the following documents at the following times in form satisfactory to the Agent: (a) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing : (i) details upon reasonable request, a statement of the level balance of sales made to each such customerintercompany account (including the Intercompany Account); (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports as to the Collateral and the Accounts (and of each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) Party as the Agent shall reasonably request from time to time; and and (jiii) certificates with the delivery of each of the foregoing, upon the request of the Agent, a certificate of the Parent executed by an officer of Ideal thereof certifying as to the accuracy and completeness of the foregoing;. If any of the Borrower Parties' records or reports of the Collateral are prepared by an accounting service or other agent, each Borrower Party hereby authorizes such service or agent to deliver such records, reports, and related documents to the Agent, for distribution to the Lenders.

Collateral Reporting. it will The Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents documents, consolidated for both Borrowers, at the following times in form satisfactory to the Agent:. (a) on On a weekly monthly basis on by the 20th day of each Wednesday based on figures as of month, or more frequently if requested by the previous Friday, Agent: (i) a Borrowing Base Certificate incorporatingfor the immediately preceding month, inter alia, together with a schedule of credit notesthe Borrowers’ Accounts created, a summary of collections of accounts receivablecredits given, a schedule of cash collected and other adjustments to Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report date of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may requestlast monthly Borrowing Base Certificate; (bii) upon requesta monthly aging of the Borrowers’ Accounts, copies of invoices, credit notes, shipping and delivery documentstogether with a reconciliation to the Borrowers’ general ledger; (ciii) a monthly ageings aging of the Borrowers’ accounts receivable to be delivered no later than payable; and (iv) a detailed calculation of Eligible Accounts as of the 10th day of each month in respect end of the immediately preceding month;. (db) On a monthly perpetual inventory reports basis, by the Wednesday of the fourth Fiscal Week of each Fiscal Month, or more frequently if requested by the Agent: (i) a monthly Inventory report by category to be delivered no later than and location; and (ii) a detailed calculation of Eligible Inventory as of the 10th day of each month in respect end of the immediately preceding month;. (c) During any period other than a Minimum Excess Availability Period, on a weekly basis by the second Business Day of each week, or more frequently at the option of the Borrowers: (i) a Borrowing Base Certificate for the immediately preceding week, together with a schedule of the Borrowers’ Accounts created, credits given, cash collected and other adjustments to Accounts since the date of the last weekly Borrowing Base Certificate, which Borrowing Base Certificate shall reflect the Inventory set forth in the most recent monthly Inventory Borrowing Base Certificate or weekly Borrowing Base Certificate, as the case may be; and (ii) a weekly aging of the Borrowers’ Accounts corresponding to the ending balance of Accounts reflected on the weekly Borrowing Base Certificate delivered pursuant to clause (i) above. (d) During any period other than a Minimum Excess Availability Period, on a weekly basis by the second Business Day of each week, an Inventory report, in form and substance agreed upon by LS&Co and the Agent, for the immediately preceding week by category and location corresponding to the Borrowers’ perpetual records. (e) on a monthly basis, a report listing Upon the top ten (10) customers request of Ideal during that month, providing the Agent: (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase ordersinvoices in connection with the Borrowers’ Accounts, invoicescustomer statements, credit memos, remittance advices and delivery reports, deposit slips, shipping documents in connection with the Borrowers’ Accounts and for Inventory and Equipment acquired by that Trading Companythe Borrowers, purchase orders and invoices; (iii) a statement of the balance of each of the Intercompany Accounts; and (iii) such other reports as to the Collateral and of the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) Borrowers as the Agent shall reasonably request from time to time; and (j) certificates . If any of the Borrowers’ records or reports of the Collateral are prepared by an officer of Ideal certifying as accounting service or other agent, the Borrowers hereby authorize such service or agent to deliver such records, reports, and related documents to the foregoing;Agent, for distribution to the Lenders.

Collateral Reporting. it will provide the Provide Agent (and if so requested by Agent, in with copies for each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender) with the following documents at the following times in form satisfactory to the Agent: (a) on a weekly basis on by September 1st of each Wednesday based on figures as of the previous Fridayyear, a Borrowing Base Certificate incorporating, inter aliaReserve Report prepared by an Approved Engineer and reviewed and approved by Agent; and by March 1st of each year, a schedule Reserve Report prepared by Borrower or an Approved Engineer, as applicable, and reviewed and approved by Agent, all in accordance with the terms of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may requestSection 2.16; (b) upon requestwith the delivery of each Reserve Report, copies Borrower shall provide to Agent, a certificate from the president or chief financial officer of invoicesBorrower certifying that, credit notesto the best of his knowledge: (i) the information contained in such Reserve Report and any other information delivered in connection therewith is true and correct; (ii) each of the Pledging Subsidiaries, shipping the LLC and delivery documentsthe Partnerships own good and defensible title to its Borrowing Base Properties evaluated in such Reserve Report and are free of all Liens except for Permitted Liens; (iii) except as set forth on an exhibit to the certificate, on a net basis there are no gas imbalances, take or pay or other prepayments with respect to the Borrowing Base Properties evaluated in such Reserve Report which would require the Pledging Subsidiaries, the LLC or the Partnerships to deliver Hydrocarbons produced from such Borrowing Base Properties at some future time without then or thereafter receiving full payment therefor; (iv) none of the Borrowing Base Properties has been sold since the date of the last Borrowing Base determination; (v) if requested by Agent, attached to the certificate is a list of all Persons disbursing proceeds to Borrower, the Pledging Subsidiaries, the LLC or the Partnerships from the Borrowing Base Properties; and (vi) set forth on a schedule attached to the certificate is the PV-10 Value Reserve Report value of all Borrowing Base Properties together with a list of the ▇▇▇▇▇ that are owned by the Partnerships and the LLC; (c) monthly ageings of accounts receivable to be delivered no later than as soon as available and in any event within 10 Business Days after the 10th day end of each month quarter-annual period, a report setting forth, in respect form substantially similar to the form set forth on Schedule 6.2(c), the calculation as of the immediately last Business Day of the quarter-annual period preceding monththe date of the delivery by the Borrower of such report, of the Total Value as determined by the Reserve Report most recently delivered by the Borrower under Section 6.2(a), each such report shall be accompanied by a certificate of the president or chief financial officer of Borrower certifying to the completeness and accuracy of the report, including the calculation of the Total Value comprising the Borrowing Base Properties; (d) monthly perpetual inventory reports by category to be delivered no later than as soon as available and in any event within 30 days after the 10th day end of each month in respect month, a report setting forth the amount of “funds held for future distribution” as of the immediately preceding monthclose of the month reported on as reflected in the monthly financial statements of Borrower, together with a certificate from the president or chief financial officer of Borrower certifying that Borrower and the Pledging Subsidiaries have paid and are current with respect to all royalties, overriding royalties and operating expenses relating to the Borrowing Base Properties except for those which are subject to a Permitted Protest; (e) upon request by Agent from time to time, copies of lease files, well files and contract files (including production reports on a monthly basiseach Well, a report listing the top ten (10marketing contracts, and information regarding locations of and equipment located on each Well) customers of Ideal during that month, providing (i) details each of the level of sales made Pledging Subsidiaries, the LLC and the Partnerships with respect to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant monthBorrowing Base Properties; (f) such other information reports, statements, materials and data as to the ▇▇▇▇▇ operated by the Pledging Subsidiaries, the LLC or the Partnerships or in which the Pledging Subsidiaries, the LLC or Partnerships otherwise have an interest and the accounting and billing procedures utilized by the Pledging Subsidiaries in connection with effect from any Inventory Eligibility Datesuch ▇▇▇▇▇ as shall be reasonably requested by Agent including, upon requestwithout limitation, monthly perpetual inventory reports with effect from any Inventory Eligibility Daterelevant computer programs, a quarterly report of all Inventory based on a physical stock count;disks and tapes; and (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports as to the Collateral or the business or financial condition of Borrower, each of its Subsidiaries, the LLC and the Accounts (and each Borrower hereby authorises the Partnerships as Agent to make enquiries of its customers in this respect) as the Agent shall may reasonably request from time to time; and (j) certificates of an officer of Ideal certifying as to the foregoing;.

Collateral Reporting. it will (a) Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in a form satisfactory to the AgentLender: (ai) on a weekly regular basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter aliarequired by Lender, a schedule of credit notessales made, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports credits issued and such further details as the Agent may requestcash received; (bii) on a monthly basis or more frequently as Lender may request (but in no event more frequently than weekly so long as no Event of Default exists or has occurred), (A) perpetual inventory reports, (B) inventory reports by location and category, (C) agings of accounts payable (and including information indicating the status of payments to owners and lessors of the leased premises of Borrower), (D) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger) and (E) the cash balances of Guarantor in the Blocked Accounts and in any other deposit or investment accounts of Guarantor; (iii) upon Lender’s request, (A) copies of invoicescustomer statements and credit memos, credit notesremittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iiiC) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading CompanyBorrower; (iiv) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent Lender shall request from time to time; and (jb) certificates If any of Borrower’s records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver upon Lender’s request such records, reports, and related documents to Lender and at any time that an Event of Ideal certifying as Default exists or has occurred and is continuing, to follow Lender’s instructions with respect to further services. (c) All of the documents, reports and schedules provided by Borrower to Lender hereunder for Receivables (including Receivables of Guarantor) payable in any currency other than US Dollars and Inventory (including Inventory of Guarantor) located outside the United States of America shall set forth the US Dollar Equivalent for the amount of the Receivables and Value of the Inventory included in any such documents, reports or schedules. For purposes hereof, Lender may, at its option, provide to Borrower, at least five (5) Business Days prior to the foregoing;date any such documents, reports or schedules are required to be provided by Borrower to Lender hereunder, the exchange rates required to set forth the US Dollar Equivalent in such documents, reports and schedules and in the event Lender shall fail to do so, Borrower shall use such rates of exchange with respect to the applicable currencies as Borrower uses for such purpose in the ordinary course of business consistent with current practices as of the date hereof and shall identify such rates of exchange in any such documents, reports and schedules.

Collateral Reporting. it will Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents statements at the following times in form satisfactory to the Agent: : (a) not less frequently than once per week, a schedule of Borrower's Receivables created since the last such schedule and a Borrowing Base Certificate; (b) on a monthly basis, by the 15th day of the following month, or more frequently if requested reasonably by Agent, an aging of Borrower's Receivables, together with a reconciliation to the previous month's aging of Borrower's Receivables and to Borrower's general ledger; (c) on a monthly basis by the 20th day of the following month, or more frequently if requested by Agent, an aging of Borrower's accounts payable; (d) on a weekly basis on each Wednesday based on figures as of the previous Friday(or more frequently if requested by Agent), a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such scheduleInventory reports by category and location, with effect additional detail showing additions to and deletions from any Inventory Eligibility Datethe Inventory, together with a report of the Inventory balance reconciliation to Borrower's general ledger; (by location) based on the perpetual inventory reports and such further details as the Agent may request; (be) upon request, copies of invoicesinvoices in connection with Borrower's Receivables, customer statements, credit notesmemos, remittance advices and reports, deposit slips, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month documents in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; connection with Borrower's Receivables and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; Borrower, purchase orders and invoices; (if) upon request, a statement of the balance of each of the Intercompany Receivables; (g) on a daily basis, sales and collections reports, together with summary roll-forward report, detailed sales journal and detailed cash receipts journal, (h) such other reports as to the Collateral and the Accounts (and each of Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; and and (ji) certificates with the delivery of each of the foregoing, a certificate of Borrower executed by an officer of Ideal thereof certifying as to the accuracy and completeness of the foregoing;. If any of Borrower's records or reports of the Collateral are prepared by an accounting service or other agent, Borrower hereby authorizes such service or agent to deliver such records, reports, and related documents to Agent, for distribution to the Lenders.

Collateral Reporting. it will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Provide Foothill with the following documents or information at the following times in form satisfactory to the AgentFoothill: (a) on a weekly basis on each Wednesday based on figures as of the previous FridayBusiness Day, a Borrowing Base Certificate incorporatingsales journal, inter aliacollection journal, a schedule of and credit notes, a summary of collections of accounts receivable, a schedule of Accounts created register since the last such schedule, with effect from any Inventory Eligibility Date, schedule and a report calculation of the Inventory balance (by location) based on the perpetual inventory reports and Borrowing Base as of such further details as the Agent may request; date, (b) upon requeston a monthly basis and, copies of invoicesin any event, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered by no later than the 10th day of each month in respect during the term of this Agreement, (i) a detailed calculation of the immediately preceding month; Borrowing Base, (dii) a detailed aging, by total, of the Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Foothill, and (iii) a report showing the post-Petition Date loans and advances outstanding from Borrower to its Jamaican and Mexican Subsidiaries, and any changes in the balances thereof from the last such report, (c) on a monthly perpetual inventory reports basis and, in any event, by category to be delivered no later than the 10th day of each month during the term of this Agreement, a summary aging, by vendor, of Borrower's accounts payable and any book overdraft, (d) on a weekly basis, (i) Inventory reports specifying Borrower's cost and the wholesale market value of its Inventory by category, with additional detail showing additions to and deletions from the Inventory, and (ii) an in-transit Inventory report specifying types and amounts of Inventory in respect transit between locations of the immediately preceding month; Borrower (domestic and foreign), (e) on each Business Day, notice of all returns, disputes, or claims, (f) upon request, copies of invoices in connection with the Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with the Accounts and for Inventory and Equipment acquired by Borrower, purchase orders and invoices, (g) on a quarterly basis, a detailed list of Borrower's customers, (h) on a monthly basis, a report listing calculation of the top ten (10) customers of Ideal during that Dilution for the prior month, providing (i) details of the level of sales made as requested by Foothill from time to each such customer; (ii) details of any credit notes issued time, access to each such customer or any other account adjustments made in respect of such customer; Borrower's electronic data, and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (ij) such other reports as to the Collateral and or the Accounts (and each financial condition of Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall Foothill reasonably may request from time to time; and (j) certificates of an officer of Ideal certifying as . Original sales invoices evidencing daily sales shall be mailed by Borrower to each Account Debtor and payments thereon shall be directed to be made to the foregoing;Lockboxes.

Collateral Reporting. it will The Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in form satisfactory to the Agent: (a) on a weekly monthly basis on (within twenty-five (25) days after the end of each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter aliamonth), a schedule of credit notes, a summary of collections of accounts receivable, a schedule of the Borrower’s Accounts created since the last such schedule, with effect from which schedule shall also identify any Inventory Eligibility Datecollections, a report credits and other adjustments in respect of the Inventory balance (by location) based Borrower’s Accounts since the last such schedule, and a Borrowing Base Certificate; provided, however, that during each period commencing on the perpetual inventory reports date that (1) the outstanding balance of the Revolving Loans is $0, (2) Borrower’s Accounts are greater than $200,000,000, and (3) no Default or Event of Default then exists, Agent and the Lenders agree that the Borrower shall not be required to deliver any such further details schedule of Borrower’s Accounts or such Borrowing Base Certificate until the next date on which either (1) a Default or Event of Default has occurred, (2) Borrower’s Accounts are less than $200,000,000 or (3) Borrower makes a request for a Revolving Loan. (b) on a monthly basis, (i) within seven (7) Business Days after the end of each month, an aging of the Borrower’s Accounts, together with a reconciliation to the previous month’s or week’s, as the case may be, aging of the Borrower’s Accounts and to the Borrower’s general ledger; (ii) within ten (10) Business Days after the end of each month, an aging of the Borrower’s accounts payable; and (iii) within ten (10) Business Days after the end of each month, Inventory reports by category, with additional detail showing additions to and deletions from the Inventory; provided, however, that during each period commencing on the date that the outstanding balance of Revolving Loans is $0, and no Default or Event of Default then exists, Agent may requestand the Lenders agree that the Borrower shall not be required to deliver any such agings of the Borrower’s Accounts and accounts payable or such Inventory reports until the next date on which either a Default or Event of Default has occurred or Borrower makes a request for a Revolving Loan; (bc) on a weekly basis, on Tuesday of each week, a calculation of the average daily cash balance of Net Domestic Cash for the prior week substantially in the form of Exhibit 6.7 (b)(iv) attached hereto (the “Weekly Domestic Cash Report”); (d) upon request, copies of invoicesinvoices in connection with the Accounts, customer statements, credit notesmemos, remittance advices and reports, deposit slips, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than documents in connection with the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; Borrower’s Accounts and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Companythe Borrower, purchase orders and invoices; (ie) upon request, a statement of the balance of each of the Intercompany Accounts; (f) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; and; (jg) certificates on a monthly basis (within twenty-five (25) days after the end of each month), a report that sets forth, as of the last day of the most recently completed month, (i) Borrower’s gross Accounts, (ii) Borrower’s gross Inventory, and (iii) Borrower’s Net Domestic Cash (the “Monthly Gross Collateral and Net Domestic Cash Report”); (h) with the delivery of each of the foregoing, a certificate of the Borrower executed by an officer of Ideal thereof certifying as to the accuracy and completeness of the foregoing;. If any of the Borrower’s records or reports of the Collateral are prepared by an accounting service or other agent, the Borrower hereby authorizes such service or agent to deliver such records, reports, and related documents to the Agent, for distribution to the Lenders. (f) the portion of Section 9.14 of the Loan Agreement commencing with clause (c) thereof through and including the end of such Section 9.14 is hereby amended and restated in its entirety as follows: (c) the Borrower engages and will engage in transactions with FASL (Delaware) and its Affiliates, and, in the case of clauses (a) and (b) above, no further disclosure is required under this Section 9.14 in that regard, and in the case of clause (c), no further disclosure is required under this Section 9.14 in that regard provided that an Enhanced Covenant Period does not exist and would not occur as a result of such transaction.

Collateral Reporting. it will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Provide Foothill with the following documents at the following times in form satisfactory to the Agent: Foothill: (a) on each Business Day (or on such less frequent basis satisfactory to Foothill), (i) a weekly basis on each Wednesday based on figures as of the previous Fridaysales journal, a Borrowing Base Certificate incorporatingcollection journal, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created and collection register containing all entries since the last such schedulejournals and register delivered hereunder, with effect from any Inventory Eligibility Date(ii) a Borrowing Base Certificate, (iii) a report summarizing all written disputes or claims with respect to Accounts received by such Borrower and not previously reported to Foothill, (iv) a report with respect to unbilled Direct Accounts of the Inventory balance such Borrower, and (by locationv) based on the perpetual inventory reports a report detailing contra Accounts with respect to each of Eligible Direct Accounts, Eligible LEC Accounts, and such further details as the Agent may request; Eligible Unbilled Direct Accounts, (b) upon requeston a monthly basis and, copies of invoicesin any event, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered by no later than the 10th day of each month in respect during the term of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basisthis Agreement, a report listing the top ten (10) customers of Ideal during that month, providing (i) details a Borrowing Base Certificate containing a detailed calculation of the level of sales made to each such customer; Borrowing Base, (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Datea detailed aging, upon requestby total, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following monthAccounts, together with a specific breakdown (in reasonable detail) reconciliation to the detailed calculation of the monthly ageings Borrowing Base previously provided to Foothill, (iii) a summary aging, by vendor, of such Borrower's accounts payable to the largest ten supplier creditors and any book overdraft, and (iv) a summary aging, by state and by municipality, of Ideal and details of the Inventory held by Ideal such Borrower's tax obligations in respect of state or municipal taxes (such accounts payable and each such supplier; as, without limitation, excise taxes) that in any way relate to the provision of telecommunications services, (hc) with effect from any Inventory Eligibility Date, upon request, copies of invoices in connection with the Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, and purchase orders, orders and invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (id) such other reports as to the Collateral and or the Accounts (and each financial condition of such Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall Foothill may request from time to time; and (j) certificates . Such Borrower shall bill ▇▇▇ount Debtors with respect to Direct Accounts within 45 days after the close of an officer of Ideal certifying as to the foregoing;any monthly billing period.

Collateral Reporting. it will (a) Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in a form satisfactory to the Agent: (ai) on a weekly basis on as soon as possible after the end of each Wednesday based on figures month (but in any event within fifteen (15) Business Days after the end thereof) or more frequently as of the previous FridayAgent may request, a Borrowing Base Certificate incorporatingsetting forth the calculation of the Borrowing Base as of the last Business Day of the immediately preceding period as to the Inventory, inter aliaduly completed and executed by the chief financial officer, vice president of finance, treasurer or controller of Administrative Borrower, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed, including but not limited to (A) a schedule monthly aging of Credit Card Receivables identifying those outstanding more then five (5) Business Days since the sale date giving rise thereto and (B) an inventory summary report by category (and upon Agent's request, letter of credit notesinventory) and identifying where such Inventory is located; (ii) as soon as possible after the end of each month (but in any event within fifteen (15) Business Days after the end thereof), on a summary monthly basis or more frequently as Agent may request, (A) rollforward inventory reports supported by monthly updates of collections adjusted cost factors and intercompany eliminations (and including the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), (B) list or agings of outstanding accounts receivablepayable (and including information indicating the amounts owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors, custom brokers, freight forwarders and other third parties from time to time in possession of any Collateral), and (C) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals; (iii) as soon as possible after the end of each month (but in any event fifteen (15) Business Days after the end thereof), in each case certified by the chief financial officer, vice president of finance, treasurer or controller of Administrative Borrower as true and correct: (A) a schedule statement confirming the payment of Accounts created rent and other amounts due to owners and lessors of real property used by Borrower in the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (B) the addresses of all new retail store locations of Borrowers and Guarantors opened and existing retail store locations closed or sold, in each case since the last such scheduledate of the most recent certificate delivered to Agent containing the information required under this clause, with effect from any Inventory Eligibility Date, (C) a report of any new deposit account established or used by any Borrower or Guarantor with any bank or other financial institution, including the Borrower or Guarantor in whose name the account is maintained, the account number, the name and address of the financial institution at which such account is maintained, the purpose of such account and, if any, the amount held in such account on or about the date of such report, and (D) a report of all defective or non-conforming Inventory balance (by location) based on and Equipment returned to the perpetual inventory reports and such further details as the Agent may request; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of manufacturers or vendors thereof during the immediately preceding month; (div) monthly perpetual inventory as soon as possible after the end of each fiscal quarter (but in any event within fifteen (15) Business Days after the end thereof), on a quarterly basis or more frequently as Agent may request, reports by category to be delivered no later than the 10th day retail store location of sales and operating profits for each month in respect of the immediately preceding monthsuch retail store location; (ev) on a monthly basisupon Agent's request, a report listing the top ten (10A) customers of Ideal during that month, providing (i) details of the level reports of sales made for each category of Inventory, (B) reports of aggregate Inventory purchases and identifying items of Inventory in transit to each such customer; (ii) details of any credit notes issued to each such customer Borrower or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable Guarantor related to the largest ten supplier creditors applicable documentary letter of Ideal credit and/or ▇▇▇▇ of lading number, (C) copies of remittance advices and details reports, and copies of the Inventory held by Ideal in respect deposit slips and bank statements, (D) copies of such accounts payable shipping and each such supplier; delivery documents, (hE) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading CompanyBorrowers and Guarantor, (F) reports of inventory subject to a license granted to a Borrower by a third party, identifying such inventory by item, source, licensor, royalties paid, royalties payable and applicable license agreement, and (G) a report of all Inventory purchased or sold by Borrowers on consignment; (ivi) upon Agent's request, (A) copies of customer statements, purchase orders, sales invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents, and (C) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by any Borrower or Guarantor; and (vii) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall request from time to time; and. (jb) certificates Nothing contained in any Borrowing Base Certificate shall be deemed to limit, impair or otherwise affect the rights of an officer Agent contained herein and in the event of Ideal certifying any conflict or inconsistency between the calculation of the Borrowing Base as to set forth in any Borrowing Base Certificate and as determined by Agent in good faith, the determination of Agent shall govern and be conclusive and binding upon Borrowers and Guarantors. Without limiting the foregoing;, Borrowers shall furnish to Agent any information which Agent may reasonably request regarding the determination and calculation of any of the amounts set forth in any Borrowing Base Certificate. The Borrowing Base may be adjusted based on the information set forth in the reports received by Agent under Section 7.1(a)(i) above. If any Borrower's or Guarantor's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, such Borrower and Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent's instructions with respect to further services.

Collateral Reporting. it will provide the Provide Agent (and if so requested by Agent, in with copies for each case in respect Lender) with each of each Trading Company, and on a consolidated and consolidating basis, with the following documents set forth below at the following times in form reasonably satisfactory to the Agent: : Monthly (a) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th fifteenth (15th) day of each month in respect month), or if either (x) an Event of Default exists or (y) a Compliance Period exists, weekly (no later than Wednesday of the immediately preceding month; succeeding week), or at such other times as Agent shall request in its Permitted Discretion (a) an Account roll-forward with supporting details supplied from sales journals, collection journals, credit registers and any other records; (b) notice of all material claims, offsets, or disputes asserted by Account Debtors with respect to Borrowers’ Accounts; (c) Inventory system/perpetual reports specifying the cost of Borrowers’ Inventory, by category, with additional detail showing additions to and deletions therefrom (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting); (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; a Borrowing Base Certificate; (e) on a monthly basisdetailed aging, a report listing the top ten (10) customers by total, of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following monthBorrowers’ Accounts, together with a specific breakdown reconciliation and supporting documentation for any reconciling items noted (delivered electronically in reasonable detailan acceptable format, if Borrowers have implemented electronic reporting); (f) a detailed calculation of those Accounts that are not eligible for the monthly ageings Borrowing Base; (g) a detailed Inventory system/perpetual report together with a reconciliation to Borrowers’ general ledger accounts (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting); (h) a detailed calculation of accounts payable to Inventory categories that are not eligible for the largest ten supplier creditors Borrowing Base; (i) a detailed report of Ideal and details aging, by vendor, of the Inventory held by Ideal in respect of such Borrowers’ accounts payable and each such supplier; any book overdraft, including accruals with respect thereto (hdelivered electronically in an acceptable format, if Borrowers have implemented electronic reporting) with effect from and an aging, by vendor, of any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall request from time to timeheld checks; and (j) certificates of an officer of Ideal certifying as to the foregoing;

Collateral Reporting. it will provide the (a) Provide Agent, in on a weekly basis, Collections reports specifying Borrower's, CCI's and each case in respect of each Trading Companyother Loan Party's, and on a consolidated each of their respective Subsidiaries', Collections for the immediately preceding calendar week; and (b) From and consolidating basisafter the Initial Advance Effective Date, provide Agent with the following documents at the following times in form satisfactory to the Agent: (ai) on a weekly basis on each Wednesday based on figures as of the previous FridayBusiness Day, or less frequently if agreed to by Agent, a Borrowing Base Certificate incorporatingsales journal, inter aliacollection journal, a schedule of and credit notes, a summary of collections of accounts receivable, a schedule of Accounts created register since the last such schedule, with effect from any Inventory Eligibility Date, schedule and a report calculation of the Inventory balance Eligible Accounts component of the Borrowing Base as of such date, (ii) on a monthly basis and, in any event, by location) based on the perpetual inventory reports and such further details as the Agent may request; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th 15th day of each month in respect during the term of this Agreement, (A) a detailed calculation of the Borrowing Base as of the last day of the immediately preceding month; , (dB) monthly perpetual inventory reports a detailed aging, by category to be delivered no later than total, of the 10th Accounts as of the last day of each month in respect of the immediately preceding month; , together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Agent, and (eC) a detailed calculation of the Unsecured Notes Indebtedness Limitation, (iii) on a monthly basis and, in any event, by no later than the 15th day of each month during the term of this Agreement, a summary aging, by vendor, of Borrower's accounts payable and any book overdraft as of the last day of the immediately preceding month, (iv) on a monthly basis, Inventory reports specifying Borrower's cost and the wholesale market value of its Inventory by category, with additional detail showing additions to and deletions from the Inventory, (v) upon reasonable request by Agent, notice of all outstanding returns, disputes, or claims, (vi) upon reasonable request, copies of invoices in connection with the Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with the Accounts and for Inventory and Equipment acquired by Borrower, purchase orders and invoices, (vii) on a quarterly basis, a 49 detailed list of Borrower's customers, (viii) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details calculation of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customerDilution for the prior month; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (iix) such electronic data or other reports as to the Collateral and or the Accounts (and each financial condition of Borrower hereby authorises the as Agent to make enquiries of its customers in this respect) as the Agent shall may reasonably request from time to time; and (j) certificates of an officer of Ideal certifying as to the foregoing;.

Collateral Reporting. it will Borrower Representative, on behalf of all Borrowers, shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, with the following documents at the following times in form satisfactory to the AgentLender: (a) on a weekly basis on On the twentieth (20th) day of each Wednesday based on figures month (and reporting as of the previous Fridaylast day of the prior calendar month), at the time of each request for a Revolving Loan and at any other time requested by Lender, a Borrowing Base Certificate incorporating, inter alia, including (i) a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report detailed calculation of the Inventory balance Borrowing Base, (by locationii) based on a certification of Eligible Accounts, Eligible Inventory, Eligible Equipment, and Eligible Rolling Stock and (iii) all supporting documents and information (including, without limitation, sales journals, credit memos, cash receipts journals and reconciliation of changes from the perpetual inventory reports and such further details as the Agent may requestmost recent certificate delivered to Lender); (b) upon Monthly, or anytime a borrowing is requested, not later than the twentieth (20th) day of each Fiscal Month: (i) a schedule of Accounts and a schedule of payments on Accounts, as of the last day of the preceding Fiscal Month; (ii) a reconciliation to the Borrowing Base as calculated in the most recent Borrowing Base Certificate delivered to Lender, in the form prescribed by Lender; (iii) an aging of Borrowers’ Accounts as of the last day of the preceding Fiscal Month, showing (A)(i) Accounts aged 30 days or less from date of invoice, (ii) Accounts aged over 30 days, but less than 61 days, from date of invoice, (iii) Accounts aged over 60 days, but less than 91 days, from date of invoice, (iv) Accounts aged over 90 days, but less than 120 days, from date of invoice, and (v) Accounts aged 120 days or more from date of invoice and (B) a listing of the name and complete address of each Account Debtor and such other information as Lender may request and (C) a reconciliation to the previous calendar month’s aging of Borrowers’ Accounts and to Borrowers’ general ledgers; (iv) an aging of Borrowers’ accounts payable (including the due date for each account payable) as of the last day of the preceding Fiscal Month; (v) Inventory reports as of the last day of the preceding Fiscal Month, by category and location, with detail showing additions to and deletions from Inventory, together with a reconciliation to the general ledger; (vi) at Lender’s request, copies of invoicesinvoices and supporting delivery or service records, copies of credit notesmemos or other advices of credit or reductions against amounts previously billed, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month , purchase orders and such other copies or reports in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports Collateral as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall Lender may request from time to time; and (jvii) certificates semiannually, on or before the last Business Day in June and December of each year, or more often at Lender’s request, a listing of each Account Debtor in respect of Borrowers’ Accounts, with full contact information for each such Account Debtor (including, without limitation, the complete address, contact person, phone number and email address) and such other information as Lender may request in respect of the Borrowers’ Accounts. For any request for a Revolving Loan prior to the twentieth day of a Fiscal Month and after the last day of the preceding Fiscal Month, the requirement to deliver any of the foregoing items that refer to the last day of the preceding Fiscal Month shall be satisfied by delivering copies of such items that were delivered for the preceding Fiscal Month. Each Borrowing Base Certificate, schedule, reconciliation, aging, copy or report delivered to Lender shall bear a signed statement by a Responsible Officer of Borrower Representative certifying the accuracy and completeness of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by each Borrower to Lender that (A) no Account included therein as an officer Eligible Account should be excluded from inclusion in the Borrowing Base pursuant to the terms of Ideal certifying the definition of “Eligible Account”, (B) no Inventory included therein as Eligible Inventory should be excluded from inclusion in the Borrowing Base pursuant to the terms of the definition of “Eligible Inventory”, (C) no Equipment included therein as Eligible Equipment should be excluded from inclusion in the Borrowing Base pursuant to the terms of the definition of “Eligible Equipment”, and (D) no Rolling Stock included therein as Eligible Rolling Stock should be excluded from inclusion in the Borrowing Base pursuant to the terms of the definition of “Eligible Rolling Stock”. In the event any request for a Revolving Loan or a Borrowing Base Certificate or other information required by this Section 8.5 is delivered to Lender by Borrower Representative electronically or otherwise without signature, such request, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of Borrower Representative by a Responsible Officer thereof and constitute a representation to Lender as to the foregoing;authenticity thereof. Lender shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Accounts, Eligible Inventory, Eligible Equipment, or Eligible Rolling Stock, reserves pursuant to Section 2.1, declines in value of Collateral or such other matters as are necessary to determine the Borrowing Base. Lender shall have the continuing right to establish and adjust reserves in determining or re-determining the Borrowing Base, pursuant to Section 2.1.

Collateral Reporting. it will (a) Credit Parties shall provide each Collateral Agent (with, upon such Collateral Agent’s request, sufficient copies for the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lenders) with the following documents at the following times in a form satisfactory to such Collateral Agent, provided that if any such document is posted to an electronic data service available to each Collateral Agent and the Lenders at or before the time it is otherwise required to be delivered to each Collateral Agent, such document shall be deemed to have been provided for the purposes of this Section 7.1: (ai) on a weekly regular basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter aliarequired by such Collateral Agent, a schedule of credit notessales made, credits issued and cash received; (ii) as soon as possible after the end of each month (but in any event within fifteen (15) days after the end thereof), on a summary of collections of accounts receivable, a schedule of Accounts created since the last monthly basis or more frequently as such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Collateral Agent may request, (A) agings of accounts payable (and including information indicating the status of payments to owners and lessors of the leased premises of such Credit Parties) and (B) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger); (biii) upon such Collateral Agent’s request, (A) copies of invoicescustomer statements and credit memos, credit notesremittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents; , (cC) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company;Credit Parties, and (D) copies of Material Contracts entered into after the date hereof; and (iiv) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent such Collateral Agent, Majority Revolving Lenders or Majority LC Facility Lenders shall request from time to time; and. (jb) certificates If any of Credit Parties’ records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, each Credit Party hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to either Collateral Agent and to follow such Collateral Agent’s instructions with respect to further services at any time that an Event of Ideal certifying Default exists or has occurred and is continuing. (c) Accounts Collateral Agent shall be entitled to perform field examinations of all or any portion of the Accounts Collateral as frequently as it shall reasonably deem necessary; provided that so long as no Default or Event of Default has occurred and is continuing (x) if the amount outstanding under the US Revolving Loans is less than $5,000,000 or greater, such examinations shall not be more frequent than once per year and (y) if the amount outstanding under the US Revolving Loans is equal to the foregoing;or greater than $5,000,000, such examinations shall be no more frequent than once per fiscal quarter.

Collateral Reporting. it will (a) The Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Inventory Agent with the following documents at the following times in a form satisfactory to the Inventory Agent: (ai) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of promptly following the Inventory balance (by location) based on the perpetual inventory reports Agent's request, schedules of sales made and such further details as the Agent may requestcash received; (bii) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than promptly following the 10th day end of each month four week period (but in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top any event within ten (10) customers Business Days after the end thereof), on a four week period basis and, if an Event of Ideal during that monthDefault shall have occurred and be continuing or Excess Availability is less than $75,000,000, providing more frequently as the Inventory Agent may request, (iA) details of the level of sales made to each such customer; perpetual inventory (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; distribution center inventory) and retail stock ledger reports, (B) summary inventory mix reports by distribution center and by retail stores in the aggregate (and including the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), (C) agings of accounts payable and accrued payables (and including information indicating the amounts owing to owners and lessors of leased premises, warehouses, processors and other third parties from time to time in possession of any Collateral), (D) rent payments and aging of rent payments, (E) inventory shrink reports in form and detail satisfactory to the Inventory Agent and (F) reports showing the total exposure and net obligations of each Borrower and Subsidiary under each Rate Protection Agreement; (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the promptly following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon Agent's request, copies of purchase orders, invoices, deposit slips and delivery documents for Inventory and Equipment acquired by that Trading Companybank statements of any Borrower or any of its Subsidiaries; (iiv) promptly following the end of each four week period (but in any event within ten (10) Business Days after the end thereof), and, if an Event of Default shall have occurred and be continuing or Excess Availability is less than $75,000,000, more frequently as the Inventory Agent may request, a Borrowing Base certificate, substantially in the form of Exhibit Q hereto, or with additional form and detail (including as to Eligible Inventory) as the Agents may require (each a "Borrowing Base Certificate"); and (v) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent Agents shall reasonably request from time to time; and. (jb) certificates If any Borrower's or Guarantor's records or reports of the Collateral are prepared or maintained by an officer of Ideal certifying as accounting service, contractor, shipper or other agent, such Borrower and Guarantor hereby irrevocably authorized such service, contractor, shipper or agent to deliver such records, reports, and related documents to the foregoing;Inventory Agent and to follow the Inventory Agent's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. it will (a) Each Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in a form satisfactory to the AgentLender: (ai) on a weekly regular basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter aliarequired by Lender, a schedule of credit notessales made, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports credits issued and such further details as the Agent may requestcash received; (bii) weekly, on Tuesday of each week (as of the then immediately preceding Friday), the Borrower Agent shall provide Lender with a borrowing base certificate (based upon request, copies of invoices, credit notes, shipping and delivery documentsthe Congress Borrowing Base) on a form to be furnished by Lender; (ciii) monthly ageings of accounts receivable to be delivered no later than as soon as possible after the 10th day end of each month (but in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top any event within ten (10) customers days after the end thereof), on a monthly basis or more frequently as Lender may request, (A) preliminary perpetual inventory reports, (B) preliminary inventory reports by state and category (including identifying Inventory on consignment), (C) agings of Ideal during that month, providing accounts payable (i) details and including information indicating the status of payments to owners and lessors of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect leased premises of such customer; Borrower) and (iiiD) agings of accounts receivable (together with a reconciliation to the amount of cash actually received from each such customer during the relevant previous month's aging and general ledger); (fiv) with effect from as soon as possible after the end of each month (but in any Inventory Eligibility Dateevent within fifteen (15) days after the end thereof), upon request, monthly (A) final perpetual inventory reports, and (B) final inventory reports with effect from any by state and category and, where such month ends on the last day of a fiscal quarter, by location (including identifying Inventory Eligibility Date, a quarterly report of all Inventory based at locations owned and operated by third parties or on a physical stock countconsignment); (gv) monthly ageings quarterly, within fifteen (15) days after the end of accounts payable no later than the 10th day of the following montheach fiscal quarter, together Borrower Agent shall furnish Lender with a specific breakdown (in reasonable detail) report of the monthly ageings warranty expenses incurred by type of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplieractivity; (hvi) with effect from any Inventory Eligibility Date, upon Lender's request, (A) copies of customer statements, purchase orders, sales invoices and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents and (C) copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company;such Borrower; and (ivii) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent Lender shall reasonably request from time to time; and (jb) certificates If any of any Borrower's records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, such Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Lender and to follow Lender's instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will (a) Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in a form reasonably satisfactory to the AgentLender: (ai) unless the conditions of Section 7.1(a)(ii) apply, on the second Business Day of each month, and continuing on the second Business Day of each succeeding month, the following (collectively, a weekly basis on each Wednesday based on figures as of the previous Friday, “Current Borrowing Base Report”): a Borrowing Base Certificate incorporating, inter alia, a schedule setting forth the calculation of credit notes, a summary the Borrowing Base and the Adjusted Borrowing Base as of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect Business Day of the immediately preceding month; (d) monthly perpetual inventory reports , duly completed and executed by category the Senior Vice President of Finance or other chief financial officer of Borrower, together with all schedules required pursuant to be delivered no later than the 10th day terms of each month in respect the Borrowing Base Certificate duly completed, including but not limited to a Borrowing Base Certificate as of the last Business Day of the immediately preceding monthmonth duly completed and executed by the Senior Vice President of Finance or other chief financial officer of Borrower, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed, including but not limited to a current aging of Credit Card Receivables identifying those outstanding more than five (5) Business Days since the sale date giving rise thereto and an explanation as to why the designated Credit Card Receivables are past due by more than five (5) Business Days and an inventory summary report by category and identifying in the case of each of such category of inventory, the applicable store and warehouse where such Inventory is located; (eii) if Borrower’s average Excess Borrowing Availability for any week during which a Revolving Loan is outstanding shall be less than twenty-five percent (25%) of the Maximum Credit, and for so long as the average Excess Borrowing Availability of the immediately preceding week remains less than twenty-five percent (25%) of the Maximum Credit, on the second Business Day of each week a Current Borrowing Base Report for the immediate preceding week then-ended; (iii) as soon as possible after the end of each month (but in any event within thirty (30) days after the end thereof), on a monthly basisbasis or more frequently as Lender may reasonably request, a perpetual inventory report listing by department, location and category (and including the top amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), a general ledger inventory report, a detailed inventory reconciliation, and a report on all Packaway Inventory designated by seasonal sale periods; (iv) as soon as possible after the end of any month for which Lender makes a request to the Borrower (but in any event within thirty (30) days following such request), (A) an accounts payable aging (including information indicating the amounts owing to owners and lessors of leased premises, warehouses, fulfillment centers, processors and other third parties from time to time in possession of any Collateral) together with a detailed accounts payable reconciliation and a report on any unvouched, unbilled or otherwise undocumented payables, and (B) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals; (v) as soon as possible after the end of each month (but in any event within ten (10) customers Business Days after the end thereof), in each case certified by the Senior Vice President of Ideal during that monthFinance or other chief financial officer of Borrower as true and correct: (A) addresses of all new retail store locations opened by Borrower and existing retail store locations closed or sold, providing (i) details in each case since the date of the level of sales made most recent certificate delivered to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customerLender containing the information required under this clause; and (iiiB) a report of any new deposit account established or used by Borrower with any bank or financial institution other than Lender since the date of the most recent certificate delivered to Lender containing the information required under this clause, including the account number, the name and address of the financial institution at which such account is maintained, the purpose of such account and, if any, the amount held in such account on or about the date of cash actually received from each such customer during the relevant monthreport; (fvi) with effect from any Inventory Eligibility Date, upon Lender’s reasonable request, monthly perpetual inventory (A) reports with effect from any of sales for each category of Inventory, (B) reports of aggregate Inventory Eligibility Datepurchases (including all costs related thereto, a quarterly report such as freight, duty and taxes) and identifying items of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable transit to Borrower related to the largest ten supplier creditors applicable documentary letter of Ideal credit and/or ▇▇▇▇ of lading number, (C) copies of remittance advices and details reports, and copies of the Inventory held by Ideal in respect deposit slips and bank statements, (D) copies of such accounts payable shipping and each such supplier; delivery documents, (hE) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company;Borrower, and (F) reports by retail store location of sales and operating profits for each such retail store location; and (ivii) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent Lender shall reasonably request from time to time; and. (jb) certificates Nothing contained in any Borrowing Base Certificate shall be deemed to limit, impair or otherwise affect the rights of an officer Lender contained herein and in the event of Ideal certifying any conflict or inconsistency between the calculation of the Borrowing Base or the Adjusted Borrowing Base as to set forth in any Borrowing Base Certificate and as determined by Lender in its good faith, the determination of Lender shall govern and be conclusive and binding upon Borrower, absent manifest error. Without limiting the foregoing;, Borrower shall furnish to Lender any information which Lender may reasonably request regarding the determination and calculation of any of the amounts set forth in any Borrowing Base Certificate. The Borrowing Base and/or the Adjusted Borrowing Base may be adjusted based on the information set forth in the reports received by Lender pursuant to Section 7.1(a) above. (c) If any of Borrower’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Lender and to follow Lender’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. it will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Provide Foothill with the following documents at the following times in form satisfactory to the Agent: Foothill: (a) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notesor more frequently upon Foothill's request, a summary of collections of accounts receivableBorrowers' sales journal, a schedule of Accounts created collection journal, and credit register since the last such scheduleschedule and an estimated calculation of the Borrowing Base as of such date, (b) on a monthly basis and, in any event, by no later than the 15th day of each month during the term of this Agreement, (i) a detailed calculation of the Borrowing Base, (ii) a detailed aging, by total, of such Borrower's Accounts, together with effect from a reconciliation to the detailed calculation of the Borrowing Base previously provided to Foothill, and (iii) a schedule of additional copyright filings and copyrights, (c) on a monthly basis and, in any Inventory Eligibility Dateevent, by no later than the 15th day of each month during the term of this Agreement, a summary aging, by vendor, of such Borrower's accounts payable and any book overdraft, and a report of accrued royalties and royalty payments payable by such Borrower, (d) upon request, Inventory reports specifying such Borrower's cost and the wholesale market value of its Inventory balance by category, with additional detail showing additions to and deletions from its Inventory, (by locatione) based on the perpetual inventory reports and weekly basis or more frequently upon Foothill's request, a summary of returns, disputes, or claims, unless such further details as the Agent may request; information is contained in another report required in this Section 6.2, (bf) upon request, copies of invoicesinvoices in connection with its Accounts, customer statements, credit notesmemos, remittance advices and reports, deposit slips, shipping and delivery documents; documents in connection with its Accounts and for Inventory and Equipment acquired by such Borrower, purchase orders and invoices, (cg) monthly ageings on a quarterly basis, a detailed list of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; such Borrower's customers, (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (eh) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details calculation of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customerDilution for the prior month; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports as to the Collateral and or the Accounts (and each financial condition of such Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall Foothill may request from time to time; . Original sales invoices evidencing daily sales shall be mailed by such Borrower to each Account Debtor and (j) certificates , after the occurrence of an officer Event of Ideal certifying as Default, at Foothill's direction, the invoices shall indicate on their face that such Borrower's Account has been assigned to the foregoing;Foothill and that all payments are to be made directly to Foothill.

Collateral Reporting. it will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Provide Foothill with the following documents at the following times in form satisfactory to the AgentFoothill: (a) on a weekly basis on each Wednesday based on figures as of the previous FridayBusiness Day, a Borrowing Base Certificate incorporatingsales journal, inter aliacollection journal, a schedule of and credit notes, a summary of collections of accounts receivable, a schedule of Accounts created register since the last such schedule, with effect from any Inventory Eligibility Date, schedule and a report calculation of the Inventory balance (by location) based on the perpetual inventory reports and Borrowing Base as of such further details as the Agent may request; date, (b) upon requeston a monthly basis and, copies of invoicesin any event, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered by no later than the 10th day of each month in respect during the term of this Agreement, (i) a detailed calculation of the immediately preceding month; Borrowing Base, and (dii) a detailed aging, by total, of such Borrower's Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Foothill, (c) on a monthly perpetual inventory reports basis and, in any event, by category to be delivered no later than the 10th day of each month in respect during the term of the immediately preceding month; this Agreement, a summary aging, by vendor, of such Borrower's accounts payable and any book overdraft, (d) on each Business Day, notice of all returns, disputes, or claims, (e) upon request, copies of invoices in connection with its Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with its Accounts and for Inventory and Equipment acquired by such Borrower, purchase orders and invoices, (f) on a quarterly basis, a detailed list of such Borrower's customers, including such Borrower's Equipment leases, (g) on a monthly basis, a report listing calculation of the top ten Dilution for the prior month; (10h) customers of Ideal during that monthon a quarterly basis, providing Borrowers' Supply and Service Revenue in such detail as Foothill shall request; (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customerupon Foothill's request, Borrowers' electronic data; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (ij) such other reports as to the Collateral and or the Accounts (and each financial condition of such Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall Foothill may request from time to time; . Original sales invoices evidencing daily sales shall be mailed by such Borrower to each Account Debtor and (j) certificates , at Foothill's direction after the occurrence of an officer Event of Ideal certifying as Default, the invoices shall indicate on their face that such Borrower's Account has been assigned to the foregoing;Foothill and that all payments are to be made directly to Foothill.

Collateral Reporting. it will The Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in form satisfactory to the Agent: : (a) on a weekly monthly basis (within twenty-five (25) days after the end of each month), at any time prior to the first date, if any, on each Wednesday based on figures which either (i) the Loan to Availability Ratio is equal to or greater than 40% for five (5) consecutive Business Days or (ii) Availability as of the previous Fridayclose of Agent’s business is less than $50,000,000 (either of such dates, a Borrowing Base Certificate incorporating“Trigger Date”), inter aliaand on a weekly basis (within three (3) Business Days after the end of each week), thereafter, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of the Borrower’s Accounts created since the last such schedule, with effect which schedule shall also identify any collections, credits and other adjustments in respect of the Borrower’s Accounts since the last such schedule, and a Borrowing Base Certificate; provided, however, that if after any Trigger Date the Loan to Availability Ratio is less than 40% for 120 consecutive days (such 120th day, a “Shut-Off Date”) then, from any Inventory Eligibility and after such Shut-Off Date, the Agent and the Lenders agree that the Borrower shall only be required to deliver each such schedule of Borrower’s Accounts and each such Borrowing Base Certificate on a report monthly basis until the next Trigger Date, if any, and on a weekly basis thereafter until the next Shut-Off Date, if any (the parties agree that the immediately preceding proviso shall govern the required frequency of the Inventory balance (by location) based Borrower’s delivery of schedules of Borrower’s Accounts and Borrowing Base Certificates pursuant to this Section 6.7 in respect of each subsequent Trigger Date and Shut-Off Date occurring thereafter); and provided, further, however, that during each period commencing on the perpetual inventory reports date that the outstanding balance of Revolving Loans is $0, and no Default or Event of Default then exists, Agent and the Lenders agree that the Borrower shall not be required to deliver any such further details schedule of Borrower’s Accounts or such Borrowing Base Certificate until the next date on which either a Default or Event of Default has occurred or Borrower makes a request for a Revolving Loan; (b) on a monthly basis, (i) within seven (7) Business Days after the end of each month, an aging of the Borrower’s Accounts, together with a reconciliation to the previous month’s or week’s, as the case may be, aging of the Borrower’s Accounts and to the Borrower’s general ledger; (ii) within ten (10) Business Days after the end of each month, an aging of the Borrower’s accounts payable; and (iii) within ten (10) Business Days after the end of each month, Inventory reports by category, with additional detail showing additions to and deletions from the Inventory; provided, however, that during each period commencing on the date that the outstanding balance of Revolving Loans is $0, and no Default or Event of Default then exists, Agent may request; and the Lenders agree that the Borrower shall not be required to deliver any such agings of the Borrower’s Accounts and accounts payable or such Inventory reports until the next date on which either a Default or Event of Default has occurred or Borrower makes a request for a Revolving Loan; (bc) on a weekly basis, on Tuesday of each week, a calculation of the average daily cash balance of Net Domestic Cash for the prior week substantially in the form of Exhibit 6.7 (b)(iv) attached hereto (the “Weekly Domestic Cash Report”); (d) upon request, copies of invoicesinvoices in connection with the Accounts, customer statements, credit notesmemos, remittance advices and reports, deposit slips, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than documents in connection with the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; Borrower’s Accounts and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; the Borrower, purchase orders and invoices; (ie) upon request, a statement of the balance of each of the Intercompany Accounts; (f) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; and and (jg) certificates with the delivery of each of the foregoing, a certificate of the Borrower executed by an officer of Ideal thereof certifying as to the accuracy and completeness of the foregoing;. If any of the Borrower’s records or reports of the Collateral are prepared by an accounting service or other agent, the Borrower hereby authorizes such service or agent to deliver such records, reports, and related documents to the Agent, for distribution to the Lenders. (e) Subsection 9.11(v) of the Loan Agreement is hereby amended as follows:

Collateral Reporting. it will (a) Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in a form satisfactory to Agent as soon as possible after the Agentend of each month (but in any event within ten (10) Business Days after the end thereof); provided, that, at any time when Average Excess Availability is less than $40,000,000 or a Default or Event of Default exists, Borrowers shall provide Agent with such documents on a more frequent basis as Agent shall require: (ai) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule setting forth the calculation of credit notes, a summary the Borrowing Base as of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report Business Day of the Inventory balance immediately preceding month (or more frequent period if applicable), which Borrowing Base Certificate shall be complete and accurate in all material respects as determined by location) based on the perpetual inventory reports and such further details as the Agent may requestAgent; (bii) (A) perpetual inventory reports, (B) inventory reports by location and category (and including the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), the allocations of which shall be consistent with the procedures used in appraisals delivered to Agent prior to the Original Closing Date, (C) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger) and (D) agings of accounts payable (and including information indicating the amounts then owing to owners and lessors of leased premises, warehouses, processors and other third parties from time to time in possession of any Collateral); (iii) upon Agent’s request, (A) copies of invoicescustomer statements and credit memos, credit notesremittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iiiC) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company;any Borrower; and (iiv) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall request from time to time; and. (jb) certificates During the existence of an officer a Trigger Event, Borrowers shall provide to Agent on a regularly scheduled basis as required by Agent, schedules in a form satisfactory to Agent reflecting sales made, credits issued, cash or other items of Ideal certifying as payment received and other data relating to the foregoing;collection of Receivables and intercompany loan balances as Agent shall require. (c) If any Borrower’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, such Borrower, hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. it will Borrower Representative, on behalf of all Borrowers, shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, with the following documents at the following times in form satisfactory to the Administrative Agent: (a) At least once during each calendar week, on a weekly basis on the twentieth (20th) day of each Wednesday based on figures calendar month (and reporting as of the previous Fridaylast day of the prior calendar month), at the time of each request for a Revolving Loan and at any other time reasonably requested by Administrative Agent, a Borrowing Base Certificate incorporating, inter alia, including (i) a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report detailed calculation of the Borrowing Base, (ii) a certification of Eligible Accounts and Eligible Inventory balance and (by locationiii) based on all supporting documents and information (including, without limitation, sales journals, credit memos, cash receipts journals and reconciliation of changes from the perpetual inventory reports and such further details as the Agent may requestmost recent certificate delivered to Administrative Agent); (b) upon Monthly, not later than the twentieth (20th) day of each Fiscal Month: (i) a schedule of Accounts and a schedule of payments on Accounts, as of the last day of the preceding Fiscal Month; (ii) a reconciliation to the Borrowing Base, as calculated in the most recent Borrowing Base Certificate relating thereto delivered to Administrative Agent, in the form prescribed by Administrative Agent; (iii) an aging of Borrowers' Accounts as of the last day of the preceding Fiscal Month, showing (A)(i) Accounts aged 30 days or less from date of invoice, (ii) Accounts aged over 30 days, but less than 61 days, from date of invoice, (iii) Accounts aged over 60 days, but less than 91 days, from date of invoice, (iv) Accounts aged over 90 days, but less than 120 days, from date of invoice, and (v) Accounts aged 120 days or more from date of invoice and (B) a listing of the name and complete address of each Account Debtor and such other information as Administrative Agent may request and (C) a reconciliation to the previous calendar month's aging of Borrowers' Accounts and to Borrowers' general ledgers; (iv) an aging of Borrowers' accounts payable (including the due date for each account payable) as of the last day of the preceding Fiscal Month; (v) Inventory reports as of the last day of the preceding Fiscal Month, by category and location, with detail showing additions to and deletions from Inventory, together with a reconciliation to the general ledger; (vi) at Administrative Agent's reasonable request, copies of invoicesinvoices and supporting delivery or service records, copies of credit notesmemos or other advices of credit or reductions against amounts previously billed, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month , purchase orders and such other copies or reports in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports Collateral as to the Collateral and the Accounts (and each Borrower hereby authorises the Administrative Agent to make enquiries of its customers in this respect) as the Agent shall may reasonably request from time to time; and (jvii) certificates semiannually, on or before the last Business Day in June and December of each year, or more often at Administrative Agent's request, a listing of each Account Debtor in respect of Borrowers' Accounts, with full contact information for each such Account Debtor (including, without limitation, the complete address, contact person, phone number and email address) and such other information as Administrative Agent may request in respect of the Borrowers' Accounts. Each Borrowing Base Certificate, schedule, reconciliation, aging, copy or report delivered to Administrative Agent shall bear a signed statement by a Responsible Officer of Borrower Representative certifying the accuracy and completeness of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by each Borrower to Administrative Agent and Lenders that: (x) no Account included therein as an officer Eligible Account should be excluded from inclusion in the Borrowing Base pursuant to the terms of Ideal certifying the definition of "Eligible Accounts" and (y) no Inventory included therein as Eligible Inventory should be excluded from inclusion in the Borrowing Base pursuant to the terms of the definition of "Eligible Inventory". In the event any request for a Revolving Loan, if a Borrowing Base Certificate or other information required by this Section 8.5 is delivered to Administrative Agent by Borrower Representative electronically or otherwise without signature, such request, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of Borrower Representative by a Responsible Officer thereof and constitute a representation to Administrative Agent and Lenders as to the foregoing;authenticity thereof. Administrative Agent shall have the right to review and adjust any such calculation of the Borrowing Base to reflect, without duplication, exclusions from Eligible Accounts or Eligible Inventory, reserves pursuant to Section 2.1, declines in value of Eligible Inventory as determined pursuant to appraisals thereof conducted pursuant to Section 5.5, or such other matters as are necessary to determine the Borrowing Base. Administrative Agent shall have the continuing right to establish and adjust reserves in determining or re-determining the Borrowing Base, pursuant to Section 2.1. LOAN AND SECURITY AGREEMENT - Page 57 DAL 79531933v13

Collateral Reporting. it will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Provide Foothill with the following documents at the following times in form satisfactory to the AgentFoothill: (a) on a weekly basis on each Wednesday based on figures as Business Day (except that during periods where the balance of Obligations is zero dollars, such reporting need occur only monthly for each such calendar month, by the 10th day of the previous Fridaynext following calendar month), a Borrowing Base Certificate incorporatingsales journal, inter aliacollection journal, a schedule of and credit notes, a summary of collections of accounts receivable, a schedule of Accounts created register since the last such schedule, with effect from any Inventory Eligibility Date, schedule and a report calculation of the Inventory balance (by location) based on the perpetual inventory reports and Borrowing Base as of such further details as the Agent may request; date, (b) upon requeston a monthly basis and, copies of invoicesin any event, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered by no later than the 10th day of each month in respect during the term of this Agreement, (i) a detailed calculation of the immediately preceding month; Borrowing Base, and (dii) a detailed aging, by total, of the Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Foothill, (c) on a monthly perpetual inventory reports basis and, in any event, by category to be delivered no later than the 10th day of each month in during the term of this Agreement, a summary aging, by vendor, of Borrower's accounts payable and any book overdraft, (d) with respect to each calendar month, by the 10th day of the immediately next following calendar month, a report summarizing Borrower's royalty payments during such preceding month; , and indicating any delinquencies of Borrower, if any, with respect to any such royalty payments due to third parties, (e) on each Business Day (except that during periods where the balance of Obligations is zero dollars, such reporting need occur only monthly for each such calendar month, by the 10th day of the next following calendar month), notice of all returns, disputes, or claims, (f) upon request, copies of invoices in connection with the Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with the Accounts and for Inventory and Equipment acquired by Borrower, purchase orders and invoices, (g) on a quarterly basis, a detailed list of Borrower's customers, (h) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details calculation of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customerDilution for the prior month; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports as to the Collateral and Collateral, the Accounts (and each financial condition of Borrower, or the compliance of Borrower hereby authorises the Agent to make enquiries of its customers in this respect) with Section 6.16, as the Agent shall Foothill ------------ reasonably may request from time to time; . Original invoices evidencing each sale or licensing transaction shall be mailed by Borrower to each Account Debtor and (j) certificates , at Foothill's direction if an Event of an officer of Ideal certifying as Default has occurred or if Foothill deems itself insecure, the invoices shall indicate on their face that the Account has been assigned to the foregoing;Foothill and that all payments are to be made directly to Foothill.

Collateral Reporting. it will Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in a form satisfactory to the AgentLender: (a) on a weekly basis basis, or, at any time borrowing availability hereunder is less than $500,000 or if an Event of Default has occurred and is continuing, on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter aliadaily basis, a schedule of Accounts, including without limitation, daily sales, credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may requestadjustment journals and cash receipts; (b) upon on or before the third business day of each week for each immediately preceding week and of each month for each immediately preceding month (or more frequently as Lender may request), copies a borrowing base certificate, and, on or before the third business day of invoiceseach week for each immediately preceding week until a perpetual inventory system satisfactory to Lender is in place, credit notesresults of a weekly physical inventory count of finished goods; provided, shipping however, that so long as any weekly report provided by Borrower to Lender hereunder covers periods coinciding with Borrower's month end and delivery documentscontains corresponding monthly information, no separate monthly report need be delivered by Borrower pursuant to this subparagraph (b); (c) monthly ageings on or before the 15th day after and as of the end of each month, (or more frequently as Lender may request but not more frequently than weekly), (i) perpetual inventory reports, when a perpetual inventory system satisfactory to Lender is in place (ii) inventory reports by category and (iii) agings of accounts receivable payable and accounts receivable; provided, however, that so long as any weekly report provided by Borrower to Lender hereunder covers periods coinciding with Borrower's month end and contains corresponding monthly information, no separate monthly report need be delivered no later than the 10th day of each month in respect of the immediately preceding monthby Borrower pursuant to this subparagraph (c); (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basisupon Lender's request, a report listing the top ten (10) customers of Ideal during that month, providing (i) details copies of the level customer statements and credit memos, remittance advices and reports, and copies of sales made to each such customer; deposit slips and bank statements, (ii) details copies of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; shipping and delivery documents, and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by Borrower; provided, however, that Trading Companywith respect to shipments involving aggregate amounts greater than $75,000 to any one dealer, copies of invoices and shipping documents shall be accumulated and sent weekly to Lender on or before the third business day of the immediately succeeding week; (ie) upon Lender's request, Borrower shall, at Lender's expense, no more than once in any twelve (12) month period, but at Borrower's expense and at any time or times as Lender may request on or after an Event of Default, deliver or cause to be delivered to Lender written reports or appraisals as to the Collateral in form, scope and methodology acceptable to Lender and by an appraiser acceptable to Lender, addressed to Lender or upon which Lender is expressly permitted to rely; (f) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent Lender shall reasonably request from time to time; and." (j) certificates of an officer of Ideal certifying as to the foregoing;2. Paragraph

Collateral Reporting. it will (a) Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in a form satisfactory to the AgentLender: (ai) on a weekly regular basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter aliarequired by Lender, a schedule of credit notessales made, a summary of collections of accounts receivablecredits issued (including, a schedule of Accounts created since the last such schedulewithout limitation, with effect from any Inventory Eligibility Datesource pricing chargeback credits), a report of the Inventory balance (by location) based on the perpetual inventory reports Qualified Cash Collateral and such further details as the Agent may requestcash received; (bii) as soon as possible after the end of each month (but in any event within ten (10) days after the end thereof), on a monthly basis or more frequently as Lender may request, (A) perpetual inventory reports, (B) inventory reports by location and category (including identifying Licensor Licensed Inventory, Licensee Licensed Inventory and Bulk Inventory and identifying Inventory at locations owned and operated by third parties or on consignment), (C) inventory reports with respect to Short Dated Inventory (identifying Inventory with an expiration date of less than twelve (12) months), (D) agings of accounts payable (including identifying amounts payable to licensors and including information indicating the status of payments to owners and lessors of the leased premises of Borrower), (E) agings of accounts receivable (including accrued accounts receivable) together with a reconciliation to the previous month's aging and general ledger, (F) reports summarizing the status of any and all pending or threatened investigations, actions, suits, proceedings or claims by or against Borrower relating to (1) products liability and (2) any patents, patent rights, patent applications or any approved or pending new drug applications or ANDAs, (G) reports with respect to Borrower's rebate and incentive program with any of its customers, (H) reports with respect to Qualified Cash Collateral and the cash on deposit in the Restricted Cash Collateral Account and (I) reports with respect to the accrued accounts receivable reserve established by Borrower, together with a certificate of Borrower stating that the amount of such reserve has been established by Borrower in good faith and consistent with past practice; (iii) upon Lender's request, (A) copies of invoicescustomer statements and credit memos, credit notesremittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iiiC) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading CompanyBorrower; (iiv) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent Lender shall request from time to time; and (jb) certificates If any of Borrower's records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Lender and to follow Lender's instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it Each Borrower (but as to itself only) will -------------------- provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in form satisfactory to the Agent: (a) weekly, reports on the following: (i) sales, supported by a weekly basis on each Wednesday based on figures as sales summary and the total page of the previous Fridaysales journal; (ii) cash and collections, supported by a Borrowing Base Certificate incorporatingcash receipts journal; and (iii) credit memos, inter alia, supported by a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since memo register or the last such schedule, with effect from any Inventory Eligibility Date, a report total page of the Inventory balance sales journal, as appropriate; (by locationiv) based on a borrowing base report in form satisfactory to the perpetual inventory reports and such further details as the Agent may requestAgent; (b) upon requestmonthly (by the fifteenth (15th) calendar day following the end of each fiscal month), the following: (i) aging of accounts receivable by customer, reconciled to the general ledger and listing ineligibles; (ii) cash reconciliation report of collections deposited to the cash applied to receivables; (iii) perpetual inventory reports at cost, by category and location, and reconciled to the general ledger, and listing ineligibles; (iv) slow moving inventory reports; (v) accounts payable agings by vendor with supporting schedules; and (vi) GST, PST and other sales, excise and value-added tax summary reports (including copies of invoices, credit notes, shipping all GST filings and delivery documents;remittances in respect thereof). (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect promptly upon written request of the immediately preceding monthAgent, the following: (i) copies of invoices and credit memos and delivery evidences; (dii) monthly perpetual inventory reports by category to be delivered no later than the 10th day copies of each month in respect of the immediately preceding monthcustomer and dealer lists; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company;the applicable Borrower; and (iiv) such other reports or more frequent reporting as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall request from time to time; and (jd) certificates of an a senior officer of Ideal the applicable Borrower or the Parent certifying as the accuracy and completeness of the foregoing. If any of either Borrower's records or reports of Collateral are prepared by an accounting service or other agent, such Borrower hereby authorizes such Person to deliver such records, reports and related documents to the foregoing;Agent. The Agent shall, promptly upon any request by a Lender, provide copies of any of the foregoing reports to such Lender. The Agent reserves the right to require more frequent reporting.

Collateral Reporting. it will (a) The Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Collateral Monitoring Agent with the following documents at the following times in a form satisfactory to the Collateral Monitoring Agent: (ai) on a weekly basis on each Wednesday based on figures as promptly following the Collateral Monitoring Agent's request, schedules of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports sales made and such further details as the Agent may requestcash received; (bii) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than promptly following the 10th day end of each month Fiscal Month (but in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top any event within ten (10) customers Business Days after the end thereof), on a four week period basis and, if an Event of Ideal during that monthDefault shall have occurred and be continuing or if a Trigger Date shall have occurred and at all times thereafter, providing weekly or, if available, more frequently, as the Collateral Monitoring Agent may request, (iA) details of the level of sales made to each such customer; perpetual inventory (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of distribution center inventory) and retail stock ledger reports, (B) summary inventory mix reports by distribution center and by retail stores in the aggregate (and including the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), (C) agings of accounts payable and accrued payables (and including information indicating the amounts owing to Farm Product Sellers and to owners and lessors of leased premises, warehouses, processors and other third parties from time to time in possession of any Collateral), (D) rent payments and aging of rent payments, (E) inventory shrink reports in form and detail satisfactory to the Collateral Monitoring Agent, (F) reports showing the total exposure and net obligations of each Borrower and Subsidiary under each Rate Protection Agreement, (G) a report of pharmacy sales, receivable collections and receivable credits during such customer; period, (H) an aging of Pharmacy Receivables, (I) reports showing the number of prescriptions filled and average dollar amount of such prescriptions for each of the pharmacies of the Borrowers by store location and (J) a report of pharmacy closings during such period; (iii) promptly following the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon Collateral Monitoring Agent's request, copies of purchase orders, invoices, deposit slips and delivery documents for Inventory and Equipment acquired by that Trading Companybank statements of any Borrower or any of its Subsidiaries; (iiv) promptly following the end of each Fiscal Month (but in any event within ten (10) Business Days after the end thereof), and, if an Event of Default shall have occurred and be continuing or if a Trigger Date shall have occurred and at all times thereafter, more frequently as the Collateral Monitoring Agent may request, a Borrowing Base certificate, substantially in the form of Exhibit Q hereto, or with additional form and detail (including as to Eligible Inventory) as the Agents may require (each a "Borrowing Base Certificate"); provided that if a Borrowing Base Certificate is required to be delivered more frequently than at the end of each Fiscal Month, the Borrowers may use certain information from the most recently delivered Borrowing Base Certificate solely to the extent such information has not been made available any more recently than such most recently delivered Borrowing Base Certificate and is not required to be made so available pursuant to Section 7.3.1(a)(ii) above; and (v) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent Agents shall reasonably request from time to time; and. (jb) certificates If any Borrower's or Guarantor's records or reports of the Collateral are prepared or maintained by an officer of Ideal certifying as accounting service, contractor, shipper or other agent, such Borrower and Guarantor hereby irrevocably authorized such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Collateral Monitoring Agent and to follow the Collateral Monitoring Agent's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing. (c) Nothing contained in any Borrowing Base Certificate shall be deemed to limit, impair or otherwise affect the rights of any Agent or Lender contained herein and in the event of any conflict or inconsistency between the calculation of the Borrowing Base or Adjusted Borrowing Base as set forth in any Borrowing Base Certificate and as determined by the Collateral Monitoring Agent, the determination of the Collateral Monitoring Agent shall govern. Without limiting the foregoing;, the Borrowers shall furnish to the Agents any information which an Agent may request regarding the determination and calculation of any of the amounts set forth in any Borrowing Base Certificate.

Collateral Reporting. it will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Provide Foothill with the following documents at the following times in form satisfactory to the AgentFoothill: (a) on a weekly basis on each Wednesday based on figures as of the previous FridayBusiness Day, a Borrowing Base Certificate incorporatingsales journal, inter aliacollection journal, a schedule of and credit notes, a summary of collections of accounts receivable, a schedule of Accounts created register since the last such scheduleschedule and a calculation of the Borrowing Base as of such date, (b) on a monthly basis and, in any event, by no later than the 20th day of each month during the term of this Agreement, (i) a detailed calculation of the Borrowing Base, and (ii) a detailed aging, by total, of the Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Foothill, (c) on a monthly basis and, in any event, by no later than the 20th day of each month during the term of this Agreement, a summary aging, by vendor, of Borrower's accounts payable and any book overdraft, including a summary of amounts owing by IBM Credit Corporation, (d) at the request of Foothill, Inventory reports specifying Borrower's cost and the wholesale market value of its Inventory by category, with effect additional detail showing additions to and deletions from any Inventory Eligibility Datethe Inventory, a report (e) at the request of the Inventory balance Foothill, notice of all returns, disputes, or claims, (by location) based on the perpetual inventory reports and such further details as the Agent may request; (bf) upon request, copies of invoicesinvoices in connection with the Accounts, customer statements, credit notesmemos, remittance advices and reports, deposit slips, shipping and delivery documents; documents in connection with the Accounts and for Inventory and Equipment acquired by Borrower, purchase orders and invoices, (cg) monthly ageings at the request of accounts receivable to be delivered no later than the 10th day Foothill, a detailed list of each month in respect of the immediately preceding month; Borrower's customers, (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (eh) on a monthly basis, a report listing calculation of the top ten (10) customers of Ideal during that Dilution for the prior month, providing (i) details at the request of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility DateFoothill, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) copies of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal deferred revenue/maintenance schedules and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (ij) such other reports as to the Collateral and or the Accounts (and each financial condition of Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall Foothill may request from time to time; . Original sales invoices evidencing daily sales shall be mailed by Borrower to each Account Debtor and (j) certificates , at Foothill's direction at any time that an Event of an officer of Ideal certifying as Default has occurred and is continuing, the invoices shall indicate on their face that the Account has been assigned to the foregoing;Foothill and that all payments are to be made directly to Foothill.

Collateral Reporting. it will (a) Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in a form satisfactory to the Agent: (ai) on as soon as possible after the end of each fiscal month (but in any event within ten (10) Business Days after the end thereof) so long as no Default or Event of Default exists or has occurred and Excess Availability shall be greater than $75,000,000 (and more frequently as Agent may require at any time a weekly basis on each Wednesday based on figures as Default or Event of the previous FridayDefault exists or has occurred or Excess Availability is less than $75,000,000), a Borrowing Base Certificate incorporating, inter alia, a schedule setting forth the calculation of credit notes, a summary the Borrowing Base as of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect Business Day of the immediately preceding monthperiod as to the Inventory, duly completed and executed by the chief financial officer, vice president of finance, treasurer or controller of Administrative Borrower, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed, including but not limited to an inventory summary report by category (and upon Agent’s request, letter of credit inventory) and identifying where such Inventory is located; (dii) as soon as possible after the end of each fiscal month (but in any event within ten (10) Business Days after the end thereof), on a monthly basis or more frequently as Agent may request, (A) perpetual inventory summary reports by category location and by Retail Division and Contract Division (and including the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties or is consigned inventory), (B) summary aging of outstanding accounts payable (and including information indicating the amounts owing to be delivered no later than owners and lessors of leased premises, warehouses, fulfillment centers, processors, custom brokers, freight forwarders and other third parties from time to time in possession of any Collateral), (C) a certificate by the 10th day chief financial officer, vice president of each month finance, treasurer or controller of Administrative Borrower consisting of: (1) a statement confirming the payment of rent and other amounts due to owners and lessors of real property used by Borrower in respect of the immediately preceding month, subject to year-end or monthly percentage rent payment adjustments, (2) the addresses of all new retail store or distribution center locations of Borrowers and Guarantors opened and existing retail store or distribution center locations closed or sold, in each case since the date of the most recent certificate delivered to Agent containing the information required under this clause, (3) a report of any new deposit account established or used by any Borrower or Guarantor with any bank or other financial institution, including the Borrower or Guarantor in whose name the account is maintained, the account number, the name and address of the financial institution at which such account is maintained, the purpose of such account and, if any, the amount held in such account on or about the date of such report, (4) a description of any license agreements with respect to Intellectual Property (other than licenses by a Borrower to a private label manufacturer entered into in the ordinary course of business for the production of Inventory on behalf of a Borrower or “click through” licenses to website hosts or providers in connection with on-line purchasing or licenses to a Borrower by a customer to use such customer’s trademarks for purposes of goods or services provided by such Borrower to or for such customer) entered into since the date of the most recent certificate delivered to Agent listing the Intellectual Property subject to such license, the name and address of the licensee, the term of the license arrangement and the products and territory subject to such license and (5) a statement that all sales and use taxes have been paid when due as of the date of the certificate, except as specifically described in such certificate; (eD) on a monthly basisin connection with any Permitted Acquisition for which the consideration is less than $10,000,000, a report listing certificate by the top ten (10) customers chief financial officer, vice president of Ideal during finance, treasurer or controller of Administrative Borrower setting forth the date or proposed date and amount of such an acquisition that month, providing (i) details has occurred since the date of the level of sales made most recent certificate delivered to each such customer; (ii) details of any credit notes issued Agent containing the information required under this clause or will occur prior to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day date of the following monthnext such certificate to be delivered to Agent, together with a specific breakdown (in reasonable detail) list and description of the monthly ageings assets or shares acquired or to be acquired, the total purchase price for the assets purchased or to be purchased (and the terms of accounts payable to the largest ten supplier creditors payment of Ideal such purchase price), and details a summary of the Inventory held due diligence undertaken by Ideal Borrowers in respect of connection with such accounts payable and each such supplieracquisition; (hE) as to any Indebtedness incurred after the date hereof in an amount less than $10,000,000 that is permitted hereunder, a certificate by the chief financial officer, vice president of finance, treasurer or controller of Administrative Borrower setting forth the Borrower or Guarantor that has incurred such Indebtedness, the amount of such Indebtedness, the person or persons to whom such Indebtedness will be owed, the interest rate, the schedule of repayments and maturity date with effect from any Inventory Eligibility Date, respect thereto and such other information as Agent may request with respect thereto, (iii) upon Agent’s request, (A) reports of sales for each category of Inventory, (B) reports by retail store location of sales and operating profits for each such retail store location, (C) summary reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (D) true, correct and complete copies of purchase ordersall agreements, invoicesdocuments and instruments relating to any Permitted Acquisition which Agent has not otherwise received and (E) true, correct and delivery complete copies of all agreements, documents for Inventory and Equipment acquired by or instruments evidencing or otherwise related to Indebtedness that Trading Company;Agent has not otherwise received; and (iiv) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall request from time to time; and. (jb) certificates Nothing contained in any Borrowing Base Certificate shall be deemed to limit, impair or otherwise affect the rights of an officer Agent contained herein and in the event of Ideal certifying any conflict or inconsistency between the calculation of the Borrowing Base as set forth in any Borrowing Base Certificate and as determined by Agent in good faith, the determination of Agent shall govern and be conclusive and binding upon Borrowers and Guarantors. Without limiting the foregoing, Borrowers shall furnish to Agent any information which Agent may reasonably request regarding the determination and calculation of any of the amounts set forth in any Borrowing Base Certificate. The Borrowing Base may be adjusted based on the information set forth in the reports received by Agent under Section 7.1(a)(i) above. In no event shall any Borrower or Guarantor have any liability in connection with the calculation of the Reserves in the Borrowing Base to the foregoing;extent the amount of such Reserve is provided by Agent to Borrowers or Guarantors for such purpose. If any Borrower’s or Guarantor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, such Borrower and Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services. (c) All of the documents, reports and schedules provided by Borrowers to Agent hereunder for Receivables payable in any currency other than US Dollars and Inventory located outside the United States of America shall set forth the US Dollar Equivalent for the amount of the Receivables and Value of the Inventory included in any such documents, reports or schedules. For purposes hereof, Agent may, at its option, provide to Administrative Borrower, at least five (5) Business Days prior to the date any such documents, reports or schedules are required to be provided by Borrowers to Agent hereunder, the Exchange Rates required to set forth the US Dollar Equivalent in such documents, reports and schedules provided, that, in the event Agent does not do so, Borrowers shall use such rates of exchange with respect to the applicable currencies as Borrowers use for such purpose in the ordinary course of business consistent with current practices as of the date hereof and shall identify such rates of exchange in any such documents, reports and schedules.

Collateral Reporting. it will provide the Provide Agent (and if so requested by Agent, in with copies for each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender) with the following documents at the following times in form reasonably satisfactory to the Agent: : Within 5 Business Days of any issuance or filing (a) on copies of each report in respect of Borrowers’, and their respective Subsidiaries’ businesses issued by a weekly basis on Nevada Gaming Authority or made by Borrower or any of their Subsidiaries, to a Nevada Gaming Authority, Monthly (not later than the 15th day of each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by locationmonth) based on the perpetual inventory reports and such further details as the Agent may request; (b) upon requesta summary aging, copies by vendor, of invoices, credit notes, shipping Borrowers’ and delivery documents;their Subsidiaries’ accounts payable and any book overdraft, (c) monthly ageings a detailed report regarding Borrowers’ and their Subsidiaries’ cash and Cash Equivalents including an indication of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month;which amounts constitute Qualified Cash, (d) monthly perpetual inventory reports by category to be delivered no later than a detailed report regarding the 10th day leasing of each month in respect any portion of the immediately preceding month;Casino or Real Property including the amount of space leased, the rental rate, the lease term and the proposed use for the space, (e) on a monthly basis, a report listing regarding Borrowers’ and their Subsidiaries’ accrued, but unpaid, ad valorem taxes; Concurrently with the top ten delivery to any third party but no less frequently than annually to Agent (10f) customers copies of Ideal during that monthall operating and capital budgets, providing (i) details bankrolls, and all other budgets, summaries of the level sources and uses of sales made to each such customer; (ii) details funds, projections, and financial information prepared by or on behalf of any credit notes issued to each such customer or any other account adjustments made Borrower (including in respect of such customer; any Casino operated by any Borrower or its Subsidiaries), or any of its Subsidiaries, promptly upon the preparation and (iii) delivery thereof by the amount chief financial officer of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility DateBorrower or any of its Subsidiaries, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; and Upon request by Agent (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports as to the Collateral or the financial condition of Borrowers and the Accounts (and each Borrower hereby authorises the their Subsidiaries, as Agent to make enquiries of its customers in this respect) as the Agent shall request from time to time; and (j) certificates of an officer of Ideal certifying as to the foregoing;may request.”