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 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 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 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 xxxx 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 (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 xxxx 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 (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 (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 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 receivableCluexx, a schedule of Accounts created xxd 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, Cluexx, xxd 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 (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 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 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) 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 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 xxxxxx to the foregoing;loan balance under this Agreement.

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 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 xxxx 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 (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 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. 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 (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 provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Provide Lender with the following documents at the following times in form satisfactory to the Agent: Lender: Weekly, for any week during which there are any outstanding monetary Obligations (a) on each Wednesday, a weekly basis on each Wednesday based on figures certificate showing the detailed calculation of the Borrowing Base as of the end of the previous Fridaycalendar week (the "Borrowing Base Certificate", a Borrowing Base Certificate incorporating, inter alia, a schedule form 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 (which is attached hereto as Exhibit B-1) which may be sent by location) based on the perpetual inventory reports and such further details as the Agent may request; (b) facsimile transmission or electronically only upon Lender's request, copies of invoices, credit notes, shipping and delivery documents; Monthly (c) monthly ageings of accounts receivable to be delivered no not later than the 10th day of each month in respect month) (b) a Borrowing Base Certificate (including detail regarding those Accounts of Borrowers that are not Eligible Accounts), (c) a detailed aging, by total, of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day Accounts 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 monthBorrowers, together with a specific breakdown (in reasonable detail) reconciliation to the detailed calculation of the monthly ageings Borrowing Base previously provided to Lender, (d) a summary aging, by vendor, of accounts payable to the largest ten supplier creditors of Ideal Borrowers' and details of the Inventory held by Ideal in respect of such their Domestic Subsidiaries' accounts payable and any book overdraft, and (e) a detailed report regarding Borrowers' and their Domestic Subsidiaries' cash and Cash Equivalents including an indication of which amounts constitute Qualified Cash. Quarterly (f) a detailed list of each such supplier; Borrower's and each Domestic Subsidiary of a Borrower's customers, and (g) a report regarding each Borrower's and each Domestic Subsidiary of a Borrower's accrued, but unpaid, ad valorem taxes. Promptly upon request by Lender, in the exercise of its Permitted Discretion (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase ordersinvoices in connection with Borrowers' and their Domestic Subsidiaries' Accounts, invoicescredit memos, remittance advices, deposit slips, shipping and delivery documents in connection with Borrowers' and their Domestic Subsidiaries' Accounts and, for Inventory and Equipment acquired by that Trading Company; Borrowers or their Domestic Subsidiaries, purchase orders and invoices, and (i) such other reports as to the Collateral Collateral, or the financial condition of Borrowers and their Domestic Subsidiaries, as Lender may request in the Accounts (and exercise of its Permitted Discretion. In addition, each Borrower hereby authorises agrees to cooperate fully with Lender to facilitate and implement a system of electronic collateral reporting in order to provide electronic reporting of each of 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;items set forth above.

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 periodic basis as required by Lender, a schedule of Accounts, sales made, credits issued and cash received; (ii) on a monthly basis within twenty (20) days after each month end or more frequently as Agent may request: (A) agings of accounts payable; and (B) copies of bank statements and trial balances; (iii) within twenty (20) days after each month end or more frequently as Agent may request, a duly completed and executed Borrowing Base Certificate together with any information which Agent reasonably requests in connection therewith which Borrowing Base Certificate shall, in no event, be deemed to limit, impair or otherwise affect Agent and Lenders and their respective rights 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, those made by Agent shall be binding and conclusive on Borrower absent manifest error; (iv) on a weekly basis on each Wednesday based on figures as of the previous Fridaybasis, 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 Monday of each week, and if such further Monday does not fall on a Business Day then on the next Business Day: (A) details as the Agent may requestof cash receipts; (bB) a schedule, in the form attached herewith as Schedule 7.1(a)(iv)(B), of the aggregate amount of cash collections made by Borrower in the preceding week together with evidence, in form and substance satisfactory to Agent, of the deposit of such collections into the Blocked Accounts; (C) a schedule, in the form attached herewith as Schedule 7.1(a)(iv)(C), of the Trailing Cash Collections; and (D) such other reports as to the Collateral as Agent shall request from time to time; (v) 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; (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 CompanyBorrower; (iD) agings of accounts receivable on a monthly basis within twenty (20) days after the end of each month or more frequently as Agent may request; and (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 request from time to time; and. 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, at any time that an Event of Default exists or has occurred and is continuing, 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. (jb) certificates Borrower shall, at its expense, once in any twelve (12) month period, but at any time or times as Agent may request on or after an Event of an officer of Ideal certifying Default that is continuing, deliver or cause to be delivered to Agent written Appraisals as to all of the foregoing;Collateral.

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) 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 on each Wednesday based on figures or more frequently as Lender may request at any time that the aggregate amount of the previous FridayExcess Availability of Borrowers is less than $7,500,000 or a Default or Event of Default shall exist or have occurred, a Borrowing Base Certificate incorporatingschedules of sales made, 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 credits issued 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) Business Days after the end thereof), on a monthly basis or more frequently as Lender may request at any time that the aggregate amount of the Excess Availability of Borrowers is less than $7,500,000 or a Default or Event of Default shall exist or have occurred, (A) perpetual inventory reports, (B) inventory reports by location and category (and including the amounts of Inventory and the book value thereof at, any leased locations and at premises of warehouses, processors or other third parties), (C) agings of accounts receivable and (D) 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 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) 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 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 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, 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 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: Weekly (no later than the Agent: Wednesday of the following week) (a) on a weekly basis on each Wednesday based on figures as of the previous Friday, a an executed Summary 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 location) based on the perpetual inventory reports and such further details as the Agent may request; (b) upon requesta detailed aging, by total, of each Borrowers’ Accounts, together with a reconciliation and supporting documentation for any reconciling items noted (delivered electronically in an acceptable format), (c) Inventory system/perpetual reports specifying the cost and the wholesale market value of each Borrowers’ inventory, raw materials and farm products, by category, with additional detail showing additions to and deletions therefrom, together with a reconciliation to Borrowers’ general ledger (delivered electronically in an acceptable format). Monthly (no later than the 15th day of each month) (d) an executed Borrowing Base Certificate, (e) a detailed aging, by total, of each Borrowers’ Accounts, together with a reconciliation and supporting documentation for any reconciling items noted (delivered electronically in an acceptable format), (f) 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 ledger, (g) notice of all claims, offsets, or disputes asserted by Account Debtors with respect to each Borrower’s Accounts, (h) Inventory system/perpetual reports specifying the cost and the wholesale market value of each Borrowers’ inventory, raw materials and farm products, by category, with additional detail showing additions to and deletions therefrom, together with a reconciliation to Borrowers’ general ledger (delivered electronically in an acceptable format), (i) a detailed calculation of inventory, raw materials and farm products categories that are not eligible for the Borrowing Base, if Borrowers have not implemented electronic reporting, (j) royalty reserve report for related royalties paid, (k) any Food Products Notices received by any Loan Party or their respective Subsidiaries, (l) a summary aging, by vendor, of each Loan Party’s accounts payable and any book overdraft (delivered electronically in an acceptable format) and an aging, by vendor, of any held checks, and a detailed accrued liabilities report identifying any Food Products Payables per general ledger accounts 0000000, 200217 and 200218, and any other (x) related report necessary to calculate Foods Products Payables and (y) accounts payable listing of Food Products Payables, (m) a detailed report regarding each Loan Party’s and its Subsidiaries’ cash and Cash Equivalents, including an indication of which amounts constitute Qualified Cash, (n) a detailed general ledger trial balance account numbers 240300 (accrued advertising and promotions), 240310 (accrued slotting), 240352 (accrued customer discounts) and 240400 (accrued FSI coupons), (o) a report that provides detail to: excess inventory, raw materials and farm products greater than a 12 months’ supply (including the supporting calculations), expired inventory, raw materials and farm products (inventory, raw materials and farm products within 90 days of expiration date), and inventory, raw materials and farm products on hold (by January 15th for the December 2015 Borrowing Base, or such date as Agent may agree), (p) a detailed report including short pay general ledger account 120025 or other related general ledger entries, and (q) a detailed report including unapplied cash under general ledger account 100170 or other related general ledger entries. No later than 30 days after the end of each month and each year, respectively (r) a reconciliation of Accounts, accounts payable, and inventory, raw materials and farm products of Borrowers’ general ledger to its monthly financial statements including any book reserves related to each category. Quarterly (no later than the last day of the month following the end of each fiscal quarter) (s) a report regarding Parent Borrower’s and its Subsidiaries’ accrued, but unpaid, ad valorem taxes, and (t) updated information (including bring down search results and intellectual property searches) in respect of previously delivered Perfection Certificate, No later than 90 days after the end of each fiscal year (u) a detailed list of each Loan Party’s and its Subsidiaries’ customers, with address and contact information. (v) a Perfection Certificate or a supplement to the Perfection Certificate. Upon receipt thereof by (w) Food Products Notices, including in respect of Food Products Payables, and 1 All numerical general ledger account references are to the Loan Parties’ general ledger account number(s) as reflected in the Loan Parties’ general ledger trial balance. To the extent from and after the date of the Agreement, there is a change in the general ledger account number, reporting shall be deemed for such changed/substituted account number for the same category of account as reflected in this Schedule 5.2. any Loan Party or any of its Subsidiaries (x) notices (including any notice of inspection and notice of action) from the U.S. Department of Agriculture, the FDA, or any other Governmental Authority relating to compliance or non-compliance with Food Laws. Upon request by Agent (y) copies of invoicespurchase orders and invoices for inventory, credit notesraw materials and farm products acquired by any Loan Party or its Subsidiaries, (z) copies of invoices together with corresponding shipping and delivery documents; (c) monthly ageings , and credit memos together with corresponding supporting documentation, with respect to invoices and credit memos in excess of accounts receivable an amount determined in the sole discretion of Agent, from time 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 basistime, 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; (iaa) such other reports as to the Collateral of any Loan Party and its Subsidiaries, as Agent may reasonably request including status reports for outstanding Food Products Notices or notices received from the Accounts U.S. Department of Agriculture, the U.S. Food and Drug Administration, or any other Governmental Authority relating to compliance or non-compliance with Food Security Laws. Name The undersigned, (and each Borrower hereby authorises the Agent “Borrower”), pursuant to make enquiries that certain Credit Agreement dated as of its customers in this respect) (as the Agent shall request amended, restated, modified, supplemented, refinanced, renewed, or extended from time to time; , the “Credit Agreement”), entered into among Borrower, the lenders signatory thereto from time to time and Xxxxx Fargo Bank, N.A. as the arranger and administrative agent (in such capacity, together with its successors and assigns, if any, in such capacity, “Agent”), hereby certifies to Agent that the following items, calculated in accordance with the terms and definitions set forth in the Credit Agreement for such items are true and correct, and that Borrower is in compliance with and (j) certificates , after giving effect to any currently requested Advances, will be in compliance with, the terms, conditions, and provisions of an officer of Ideal certifying as to the foregoing;Credit Agreement.

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 at the following times in a form satisfactory to the AgentLender: (a) with respect to Accounts: (i) summary aged trial balance of Accounts for all customers with Account balances in excess of the Canadian Dollar Amount of $1,000,000 by due date on a weekly basis on each Wednesday based on figures as of the previous Friday, last Business Day of each week by the second Business Day of the next week; (ii) an aggregate aged balance of Accounts for all other customers by due date on a Borrowing Base Certificate incorporating, inter alia, a schedule weekly basis as of credit notes, the last Business Day of each week by the second Business Day of the next week; (iii) a summary aged trial balance for all customers on a monthly basis as of collections the last Business Day of accounts receivable, the preceding month within 20 days after the end of each month; (iv) a schedule roll forward of Accounts created since the last such schedulewhich includes total daily sales, with effect from any Inventory Eligibility Datetotal daily credits, a report total daily cash applications and total daily write-offs as of the Inventory balance close of business of the preceding Business Day by 11:00 a.m. each Business Day; and (v) a listing of all credit notes for amounts in excess of the Canadian Dollar Amount of $500,000 on a weekly basis to the extent not previously provided by location) based on the perpetual inventory reports and such further details as the Agent may request;second Business Day of each week. (b) on a monthly basis within twenty (20) days after the end of each month end or more frequently as Agent may request: (i) perpetual Inventory reports; (ii) Inventory reports by category, location, vendor aging and average costs; (iii) summary aged trial balance of accounts payable based on invoice date; (iv) Priority Payables report by category and amount; (v) Inventory obsolescence report; and (vi) general ledger trial balance of Borrower (except for the last month of each fiscal quarter) and such other amount as Agent may reasonably request with respect to Borrower's general ledger accruals. (c) a listing of Inventory subject to any purchase money security interest by vendor and average cost on a weekly basis as of the last Business Day of each week by the second Business Day of the next week. (d) upon Agent'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;; 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, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company;Borrower. (ie) 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 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 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) (a) on a weekly basis on each Wednesday based on figures as of Provide, or cause to be provided, to the previous FridayAdministrative Agent, a Borrowing Base Certificate incorporating(i) on or before the twelfth (12th) Business Day of each calendar month for the preceding calendar month-end and (ii) during the continuance of an Availability Triggering Event, inter aliaon each Friday (with respect to the week ending the previous Friday) or any later date approved by the Administrative Agent in its sole discretion. 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 Administrative Agent, for distribution to the Lenders. Without limiting the foregoing, a schedule Borrower may, at or prior to the closing of credit notesa Permitted Business Acquisition (but subject to any review of the acquired company’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 Pro Forma Basis after giving effect to such acquisition, which would be effective for purposes of Borrowing as of the time of the closing of such Permitted Business Acquisition and, for the avoidance of doubt, demonstrating compliance with the requirements of clause (iii) of the definition thereof. The applicable Borrower shall be permitted upon notice of such election to the Administrative Agent to deliver an updated Borrowing Base Certificate more frequently than monthly (as specified in such notice); provided that in such case, such Borrower shall, 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 (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 6.13 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 each 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 Borrowers’ 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 each 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 or any similar state or municipal law.

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 fifteen (15) 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) Inventory reports by category, (B) a Collateral mix report, in form and substance satisfactory to Agent; (C) 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, 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 weekly monthly basis as provided herein; (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 monthly basis, (A) a Borrowing Base Certificate, certified by the principal accounting officer or principal financial officer of each Wednesday based on figures Borrower as true and correct, which shall include the calculation of the previous FridayCompliance Excess Availability and 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, 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 incorporatingduly executed and together with all schedules required pursuant to the terms of each such Borrowing Base Certificate duly completed, inter aliaand if such Increased Collateral Reporting Event ceases to exist as determined by Agent, Borrowers shall thereafter deliver a schedule of credit notes, Borrowing Base Certificate on 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 monthly basis as the Agent may requestprovided herein; (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 fiscal 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 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 listing of all deposit accounts (including without limitation local retail store deposit accounts) opened by any Borrower or Guarantor with any bank during the top ten (10) customers of Ideal during that immediately preceding fiscal month, providing (i) details 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 level of sales made to each bank 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 customer; account and (iii) 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 fifteen (15) 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 Accommodation and/or xxxx 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, (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 WFNNB (and Nevada Factoring as applicable) or any other Person; 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 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) unless Foothill otherwise requests, on a weekly basis on monthly basis, and, in any event, by no later than the 16th day of each Wednesday based on figures as month during the term of the previous Fridaythis Agreement, 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 of such Borrower as of such date, (b) unless Foothill otherwise requests, on a monthly basis and, in any event, by no later than the 16th day of each month during the term of this Agreement, (i) a detailed calculation of the Borrowing Base of such Borrower, and (ii) a detailed aging, by total, of the Accounts of such Borrower, together with a reconciliation to the detailed calculation of the Borrowing Base of such Borrower previously provided to Foothill, including separate agings for Accounts arising from the provision of services by such Borrower and for all other Accounts, (c) unless Foothill otherwise requests, on a monthly basis and, in any event, by no later than the 16th 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, (d) unless Foothill otherwise requests, on a monthly basis, and, in any event, by no later than the 16th day of each month during the term of this Agreement, Inventory reports specifying such Borrower's cost and the market value of its Inventory by category, with effect additional detail showing additions to and deletions from the Inventory, (e) unless Foothill otherwise requests, on a monthly basis, and, in any Inventory Eligibility Dateevent, a report by no later than the 16th day of each month during the Inventory balance term of this Agreement, notice of all returns, disputes, or claims of such Borrower, (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 of such Borrower, 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 Accounts of such customer; Borrower 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; such Borrower, purchase orders and invoices, (g) on a quarterly basis, a detailed list of such Borrower's customers, (h) unless Foothill otherwise requests, on a monthly basis, and, in any event, by no later than the 16th day of each month during the term of this Agreement, a calculation of the Dilution of such Borrower for the prior month; and (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 reasonably request from time to time; . Original sales invoices evidencing daily sales shall be mailed by each Borrower to each Account Debtor and (j) certificates , after the occurrence and during the continuance of an officer Event of Ideal certifying as Default, at Foothill's direction, the invoices shall indicate on their face that the Account has been assigned to Foothill and that all payments are to be made directly to Foothill. With respect to any of the foregoing;foregoing documents to be delivered no later than the 16th day of a month, if in any month the 16th falls on a day that is not a Business Day, than such documents shall be delivered no later than the next Business Day after the 16th of such month.

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) so long as Borrower's average daily availability for Revolving Loans is equal to or greater than $1,000,000, on a weekly basis on each Wednesday based on figures or before the fifth (5th) day after and as of the previous Friday, a Borrowing Base Certificate incorporating, inter aliaend of each week, a schedule of Accounts, including without limitation weekly sales, credit notesand adjustment journals and cash receipts; provided, a summary of collections of accounts receivablehowever, that should Borrower's average daily availability for Revolving Loans at any time be less than $1,000,000, Borrower shall provide Lender on or before 10 a.m. each day, a schedule of Accounts, including without limitation daily sales, credit and adjustment journals and cash receipts. If at any time pursuant to the foregoing provision Borrower is required to provide daily Accounts created since the last information, Lender may, at its sole option, agree to permit Borrower to reinstate weekly reporting provided that Borrower shall have (i) established a sufficient historical trend of minimum availability (i.e., not less than four (4) weeks of average availability for Revolving Loans equal to or exceeding $1,000,000) and (ii) a cash budget acceptable to Lender reflecting that 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 requestminimum availability is projected to continue for not less than six months thereafter; (b) upon on or before the fifth (5th) day after and as of the end of each month (or more frequently as Lender may request), copies of invoices, credit notes, shipping (i) perpetual inventory reports and delivery documents(ii) inventory reports by category; (c) monthly ageings on or before the tenth (10th) day after and as of accounts receivable to be delivered no later than the 10th day end of each month in respect (or more frequently as Lender may request), (i) agings of the immediately preceding monthaccounts receivable, and (ii) agings of accounts payable; (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 that Trading CompanyBorrower; (ie) upon Lender's request, Borrower shall, at its expense, no more than once in any twelve (12) month period, but 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; 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 Lender shall request from time to time; and (j) certificates . If any of Borrower's records 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 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) 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 such Borrower's Accounts created since the last such schedule, prepared as of a date no more than two (2) Business Days prior to the delivery date of such schedule and accompanied by a current Borrowing Base Certificate; (b) within two (2) Business Days following the receipt of remittances into such Borrower's lock-box or Payment Account, sufficient information to enable the Agent to properly apply remittances to the appropriate Borrower's account in the correct amount; (c) on a monthly basis, by the fifteenth (15th) day of each month for the immediately preceding calendar month, an aging of such Borrower's Accounts, together with effect from any Inventory Eligibility Datea reconciliation to the previous month's aging of such Borrower's Accounts and to such Borrower's general ledger; (d) on Wednesday of each week, for the week ending the preceding Friday, a "roll forward" inventory report covering finished and semi-finished inventory; (e) on a monthly basis by the fifteenth (15th) day of each month for the immediately preceding calendar month (or more frequently if requested by the Agent), Inventory balance reports by category, with additional detail showing additions to and deletions from the Inventory; (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 such Borrower's Accounts, customer statements, credit notesmemos, remittance advices and reports, deposit slips, shipping and delivery documents; documents in connection with such Borrower's Accounts and for Inventory and Equipment acquired by such Borrower, purchase orders and invoices; (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; (eg) on a monthly basis, a report listing by the top ten twenty-fifth (1025th) customers day of Ideal during that each month, providing (i) details a statement of the level balance 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 the Intercompany Notes as 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 last day of the following immediately preceding calendar 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 of such Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent or any Lender shall reasonably request from time to time; and and (ji) certificates with the delivery of each of the foregoing, a certificate of an officer of Ideal such Borrower certifying as to the accuracy and completeness of the foregoing;. If any of any Borrower's records or reports of the Collateral are prepared by an accounting service or other agent, each 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 The Borrower shall 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: Co-Agents: (a) on a weekly basis on each Wednesday based on figures as by the second day of the previous Fridayfollowing week (or more frequently if reasonably requested by either Co-Agent), (i) a Borrowing Base Certificate incorporatingCertificate, inter alia(ii) a point of sale Inventory report listing, a schedule of credit notesby Category, a summary of collections of accounts receivablenew in box, a schedule of Accounts created since the last open box, and defective Inventory, showing STR and CLR breakdowns within such scheduleCategories, and showing cost, market, and retail values for such Categories, with effect from any supporting detail (including HDL, RTV, Salvage, Service, and Holding Area breakdowns), and (iii) a Vendor Inventory Eligibility DateFinancing report listing, a report of the Inventory balance (by location) based on the perpetual inventory reports Vendor and such further details as the Agent may request; by Category, new in box and open box Inventory; (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 basisbasis by the 15th day of the following month (or more frequently if reasonably requested by either Co-Agent), a report listing the top ten (10) customers of Ideal during that month, providing (i) details of a perpetual Inventory report, by location and Category, with additional detail showing additions to and deletions from the level of sales made to each such customerInventory; (ii) details a point of any credit notes issued to each such customer or any other account adjustments made in respect sale Inventory report, as described above, as of such customer; and the end of the 56 62 preceding month, (iii) a reconciliation between the amount perpetual Inventory report described above and Borrower's general ledger, (iv) a Vendor Financing Inventory report, as described above, as of cash actually received from each such customer the end of the preceding month, (v) an Inventory turn report, listing, by Category, the units of Inventory sold and the units of Inventory on hand during the relevant preceding month; , (fvi) with effect from any an Inventory Eligibility Dateorder report, upon requestlisting, monthly perpetual by Vendor, the orders placed and the orders filled and received during the preceding month, (vii) a margin report, listing, by Category, the Borrower's gross margins for the preceding month, and (viii) an aging of the Borrower's accounts payable;(c) twice per year, by the 30th day after the end of the Borrower's interim and year-end physical inventory reports with effect from any Inventory Eligibility Datecounts, a quarterly shrink report of all Inventory based on a listing, by Category, shrinkage for the prior interim period since the last 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, invoicesinventory, and delivery documents for Inventory and Equipment acquired by that Trading Company; including book to physical adjustments; (id) 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 either Co-Agent shall reasonably request from time to time; and and (je) 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 Administrative 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, 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 15 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 two such Reserve Reports 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 30 days after the 10th day end of each month March 31, June 30 and September 30 of each fiscal year of Borrower, an Internally Prepared Report prepared as of each such date, which report, 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 or Internally Prepared Report previously delivered under this Agreement, as applicable, both substantially in the same form and substance as the Reserve Reports referred to in Section 5.2(c), each such Internally Prepared 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 or consulting petroleum engineer of Borrower as to the truth and accuracy of the historical information utilized to prepare the Internally Prepared 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 $1,000,000 and a listing of any Intellectual Property acquired by any Loan Party at a purchase price in excess of $250,000, 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 any such written materials or data shall only be required to be delivered to the extent made available to the Loan Parties by the operator after the Loan Parties’ use of commercially reasonable efforts; provided, further, 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 Asset Sale anticipated to generate in excess of accounts payable no later than the 10th day of the following month$500,000 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 Asset Sale, which notice shall (i) describe such Asset Sale 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 Borrower and each Subsidiary, copies including all contracts under which Borrower or any 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 Borrower or any Subsidiary (in the case of Intellectual Property, limited to any individual item purchased or otherwise acquired for Inventory consideration in excess of $50,000), 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) such other reports 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 the Collateral Agent and the Accounts 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 each Borrower hereby authorises 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 Agent to make enquiries formation, in accordance herewith, of its customers any pool or unit affecting Oil and Gas Properties in this respect) as which the Agent shall request from time to timeLoan Parties own a 5% working interest or greater, a conformed copy of the recorded pooling agreement, declaration of pooling, or other instrument creating the pool or unit; and (jk) certificates of an officer of Ideal certifying as upon request by Agent, such other reports and information with respect to the foregoing;Oil and Gas Properties of the Loan Parties, the other Collateral or the financial condition of the Loan Parties as may be so requested. Each delivery of 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 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 Mortgaged Properties constituting 90% of the PV 10 Value of all Proved Reserves covered therein are subject to an Acceptable Security Interest.

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 (a) Borrowers, or Borrower Agent on behalf of 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 as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof) so long as no Default or Event of Default exists and Excess Availability shall be greater than $20,000,000 (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 Excess Availability is less than $20,000,000), 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 Accounts and Inventory, inter aliaduly completed and executed by the chief financial officer, vice president of finance, treasurer or controller of Borrower Agent, 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 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 and direct inventory (and upon Agent’s request, letter of credit notesinventory) and identifying in the case of each of retail, factory outlet and direct, the applicable store and warehouse where 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 summary monthly basis or more frequently as Agent may request, (A) perpetual inventory reports by location and category (and including the amounts of collections Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), (B) list of outstanding accounts receivablepayable (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 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 (including factory store locations) of Borrowers and Guarantors opened and existing retail store locations (including factory 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, and (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 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 xxxx 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 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 its good faith, the determination of Agent shall govern and be conclusive and binding upon Borrowers and Guarantors, absent manifest error. 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 pursuant to Section 7.1(a)(i) above.

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 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 basis, and in any event by no later than the last day of each Wednesday based on figures as week during the term of the previous Fridaythis Agreement, (i) 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, (ii) a summary of each billing cycles completed during the preceding week, and a listing of any backlogged billing cycles or other backlogged xxxxxxxx, (iii) a summary aging, by vendor, of Borrower's accounts payable and any book overdraft, including detail with effect from respect to each account payable due to each Carrier that has entered into a Carrier Agreement with Borrower, (iv) a summary of all unbilled subscriber accounts as provided to Borrower by Celltech and any Inventory Eligibility other third Person providing billing or collection services to Borrower and (v) rolling thirteen (13) week cash flow projections in form being provided to Foothill as of the Closing 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) 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, (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 and (iii) detailed calculation of Eligible Cellular Subscribers, (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 thirty (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 a monthly basiseach Business Day, a report listing the top ten (10) customers notice of Ideal during that monthall disputes or claims, 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 ordersinvoices in connection with the Accounts, invoicescustomer statements, credit memos, remittance advices and reports, deposit slips in connection with the Accounts, (g) on a quarterly basis, and, in any event, no later than thirty (30) days following the end of the quarter to be measured, a detailed list of Borrower's customers, and delivery documents for Inventory and Equipment acquired by that Trading Company; (ih) 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 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 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 on each on, or before the Wednesday based on figures of such week for the immediately preceding calendar week or more frequently as of the previous FridayLender may request, a Borrowing Base Certificate incorporatingreports respecting duties and taxes collected, inter alia, a schedule of credit notes, a summary of collections of accounts receivablebilled and or remitted for goods shipped by Borrower, a schedule of Accounts created since the last such scheduleof Borrower, with effect from any Inventory Eligibility Datesales made, a report of the Inventory balance (credits issued and cash received by location) based on the perpetual inventory reports and such further details as the Agent may requestBorrower; (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, on or before the third (3rd) Business day after the fifteenth (15th) day of such month for the first fifteen (15) day period of such month or more frequently as Lender may request, interim roll forwards of and detailed information on unbilled Accounts of Borrower; (c) on a report listing monthly basis 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 separate agings of billed and unbilled accounts receivable, detailed information on unbilled Accounts, agings of accounts payable, lease payables and other payables of Borrower; (d) upon Lender's reasonable request, (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 that Trading Company;Borrower; and (ie) 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 (a) The Borrowers shall provide the Administrative Agent with the following documents in form and detail satisfactory to the Administrative Agent: (i) as reasonably required by the Administrative Agent, schedules of sales made, credits issued and cash received; (ii) as soon as possible after the end of each fiscal month of the Parent (but in any event not later than the fifteenth day of the succeeding fiscal month of the Parent), on a monthly basis or more frequently as the Administrative Agent may request: (A) perpetual inventory reports, (B) inventory reports by location and category (and including the amounts of Inventory, the value thereof at any leased locations and at premises of warehouses, processors or other third parties and detail of all additions and reductions (cash and non-cash) with respect to inventory), (C) agings of Accounts (together with a reconciliation to the previous month’s aging and general ledger), (D) 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 (E) a report setting forth all issued and outstanding letters of credit, in each case in respect certified by an Authorized Officer, the Assistant Treasurer or the Vice President of Finance and Accounting of the Parent as being accurate and complete; (iii) as soon as possible after the end of each Trading Companyfiscal month of the Parent (but in any event not later than the thirtieth day of the succeeding fiscal month) or more frequently as the Administrative Agent may request: (A) a reconciliation of the aging Accounts trial balance of the Loan Parties to the most recent Borrowing Base Certificate, general ledger and monthly financial statements delivered pursuant to Section 8.01(a), in each case accompanied by such supporting detail and documentation as may be requested by the Administrative Agent, (B) a monthly reconciliation of the perpetual Inventory by locations of the Loan Parties to the most recent Borrowing Base Certificate, general ledger and monthly financial statements delivered pursuant to Section 8.01(a), in each case accompanied by such supporting detail and documentation as may be requested by the Administrative Agent, and on (C) an aging accounts payable and a consolidated and consolidating basis, with the following documents at the following times in form satisfactory reconciliation of that accounts payable aging to the Parent’s general ledger and monthly financial statements delivered pursuant to Section 8.01(a), in each case accompanied by such supporting detail and documentation as may be requested by the Administrative Agent:; (aiv) on a weekly basis on Tuesday of each Wednesday based on figures week as of the previous FridayFriday of the immediately preceding week (or the first Tuesday following any week that includes the last day of a calendar month) or at such more frequent intervals as any Agent may reasonably request from time to time, (i) collateral reports with respect to the Borrowers including all additions (supported by invoice registers and/or debt memo registers) and reductions (supported by cash receipts journal and credit memo journal) with respect to Accounts of the Loan Parties and (ii) 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 referred to in Section 8.01(a)(vi) in each case accompanied by such schedule, with effect from supporting detail and documentation as may be requested by 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 requestAgent; (bv) upon the Administrative Agent’s reasonable 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 Company;any Borrower or any Guarantor; and (ivi) such other reports as to the portion of the Collateral comprised of Inventory 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. (jb) certificates If any Loan Party’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 Loan Party hereby irrevocably authorizes 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 has occurred and is continuing.

Collateral Reporting. it Borrower will provide the deliver to Agent (and if so requested by Agent, in with copies for each case in respect Lender) each of each Trading Company, and the reports set forth on a consolidated and consolidating basis, with the following documents schedule at the following times in form satisfactory to the Agent: specified therein: Promptly after occurrence (a) on a weekly basis on Notice of all claims, offsets or disputes asserted by an Obligor with respect to any Obligor Loan Receivable, Monthly (not later than 30th day after the beginning of each Wednesday based on figures month, calculated or determined as of the previous Friday, last day of the preceding month) (b) a Borrowing Base Certificate incorporating, inter alia, which includes (i) a schedule detailed calculation of credit notes, a summary the Borrowing Base as of collections of accounts receivable, a schedule of Accounts created since the last such scheduleday of the preceding month, and a reconciliation to the most recently provided Borrowing Base, (ii) a detailed list of Borrower’s Obligor Loan Receivable, together with a detailed aging, by total, of the Obligor Loan Receivable of Borrower, (iii) detail regarding Collections, delinquency and concentration of Obligor Loan Receivable, (iv) [reserved], (v) detail regarding each Obligor Loan Receivable that has been extended, modified, restated or amended, with effect the date of such extension, modification, restatement or amendment, and (vi) additional detail showing additions to and deletions from any Inventory Eligibility Datethe Obligor Borrowing Base Collateral, 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 a detailed aging of accounts receivable to be delivered no all Obligor Loan Receivable owned by Borrower; (d) a report detailing all Obligor Loan Receivable charged off during such month; (e) [reserved]; Quarterly (not later than the 10th 30th day of each month in respect after the end of the immediately preceding month; calendar quarter) (f) Static Loss Reports for all Obligor Loan Receivable owned by Borrower; Upon request by Agent (g) a report regarding Borrower’s and its Subsidiaries’ accrued, but unpaid, sales, use and property taxes, (h) a detailed report of Borrower and its Subsidiaries’ obligations with respect to Bank Product Agreements and Bank Product Reserves, including calculations thereof, (i) copies of credit files in connection with Borrower’s and its Subsidiaries’ Obligor Loan Receivable, statements transmitted to Obligors, credit memos, remittance advices, deposit slips, in connection with Borrower’s and its Subsidiaries’ Obligor Loan Receivable and/or the property securing such Obligor Loan Receivable and, for Portfolio Collateral, (j) any change in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners identified in parts (c) or (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 certification, (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; (ik) such other reports as to the Collateral or the financial condition of Borrower, each other Loan Party, and the Accounts their Subsidiaries, as Agent may reasonably request, and (l) information and each Borrower hereby authorises documentation reasonably requested by the Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the Patriot Act, the Beneficial Ownership Regulation or other applicable anti-money laundering laws, including but not limited to make enquiries a Beneficial Ownership Certification form acceptable to Agent or Lender. In connection with the foregoing reports, (i) Borrower shall maintain and utilize accounting and reporting systems reasonably acceptable to Agent, (ii) Borrower agrees to use commercially reasonable efforts in cooperation with Agent to 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 above, (iii) as after implementation of such electronic collateral reporting system, Borrower shall use such electronic reporting system for all reporting of the Agent shall request from time foregoing information to time; and Agent, and (jiv) certificates of an officer of Ideal certifying as to the foregoing;extent required by Agent, an Authorized Person or other representative acceptable to Agent will meet with Agent at least once in each calendar quarter to review and discuss Obligor Loan Receivables.

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 basis on within fifteen (15) days after the end of each Wednesday based on figures as of the previous Fridayfiscal quarter, (A) a Borrowing Base Certificate incorporatingduly completed and executed by a Responsible Officer of Borrower, inter alia, a schedule of credit notes, a (B) summary of collections agings of accounts receivablereceivable by customer number (together with a reconciliation to the previous month's summary aging and general ledger), a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, and (C) a report of total sales made, credits issued and cash received,; provided, that, in the Inventory balance (by location) based on the perpetual inventory reports event that a Cash Dominion Event shall have occurred and be continuing, then a Borrowing Base Certificate and such further details summary agings shall be delivered as the Agent Lender may reasonably request; (bii) as soon as possible after the end of each calendar quarter (but in any event within forty-five (45) days after the end thereof): (A) the payment report, if any, generated by each Billing Processor and provided to Borrower in accordance with the current practices of Billing Processor and Borrower in effect on the date hereof and (B) information regarding amounts owing to owners and lessors of leased premises and other third parties from time to time in possession of any Collateral which are more than thirty (30) days past due, provided, that, each of the foregoing reports shall be delivered to Lender as soon as possible after the end of each month (but in any event within fifteen (15) Business Days after the end thereof, or more frequently as Lender may reasonably request at any time that an Event of Default shall have occurred and be continuing), if Revolving Loans are outstanding more than five (5) consecutive Business Days during any such quarter; (iii) upon Lender's reasonable request, (A) copies of customer statements, purchase orders, sales invoices, credit notesmemos, shipping remittance advices and delivery documents; reports, and copies of customer acceptance documents in excess of $1,000,000, and (cB) monthly ageings the Borrower's calculation of accounts receivable to be delivered the churn rate for business class customers; provided, that, in the event that such churn rate exceeds two (2%) percent, Borrower shall report the churn rate for business class customers no less frequently than at the end of each calendar quarter (and in any event no later than forty-five days after the 10th day of each month in respect of the immediately preceding month;end thereof); and (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; (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 reasonably request from time to time; and. (jb) certificates If Borrower's or any Guarantor's records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor or other agent, Borrower and such Guarantor will, upon Lender's request, 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 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 each Wednesday based on figures as daily, notices 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 disputes and such further details as the Agent may requestclaims; (b) upon requestas soon as available, copies but in any event within 30 days after the end of invoiceseach month, credit notes(i) a detailed aging, shipping by total, of the Accounts, including, among other things, lease operating expenses and delivery documentsroyalty payments and (ii) a summary, by vendor of each Loan Party's accounts payable and any book overdraft; (c) monthly ageings of accounts receivable to be delivered no later than as soon as available, but in any event within 30 days after the 10th day end of each month month, a report, in respect form and substance satisfactory to Agent, setting forth on a well-by-well or unit-by-unit basis (i) a statement of gross and net sales proceeds of all Hydrocarbons produced from the Oil and Gas Properties of each Loan Party, (ii) the volume and/or quantity of Hydrocarbon products sold for the previous month, (iii) the severance, gross production, occupation, or gathering taxes deducted from or paid out of the immediately preceding monthproceeds payable to the Loan Parties, (iv) the operating expenses, drilling costs, and capital expenditures, (v) the number of xxxxx operated (or the numbers of pooled units), drilled or abandoned, (vi) a statement of all funds received from the sale of Hydrocarbons deposited into the Cash Management Accounts and the portion of such funds collected representing amounts attributable to trust fund taxes or -70- Hydrocarbon Interests of third parties, and (vii) such other information as Agent may reasonably request; (d) monthly perpetual inventory reports by category to be delivered no later than as soon as available, but in any event within 30 days after the 10th day end of each month month, a report, in respect form and substance satisfactory to Agent, setting forth as of the immediately preceding last Business Day of such month, a summary of the hedging positions of each Loan Party under all Hedging Agreements (including, without limitation, any contracts of sale which provide for prepayment for deferred shipment or delivery of oil, gas 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 support agreements relating thereto; (e) on a monthly basisas soon as available, but in any event not later than 75 days after June 30th and December 31st of each year, a report listing Reserve Report, prepared under the top ten (10) customers supervision of Ideal during that monththe chief engineer of Borrower who shall certify such Reserve Report to be true and accurate and to have been prepared in accordance with the procedures used in the Initial Reserve Report, providing and together with each such Reserve Report, a certificate of an Authorized Person certifying that, to such Person's knowledge (i) details of the level of sales made to each such customer; information contained in the Reserve Report and any other information delivered in connection therewith is true and correct, (ii) details Borrower or Newco Canada owns good and defensible title to its Oil and Gas Properties evaluated in such Reserve Report and such Oil and Gas Properties are free and clear of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and all Liens except for Permitted Liens, (iii) except as set forth on an exhibit to the amount certificate, on a net basis there are no gas imbalances, take-or-pay or other prepayments with respect to its Oil and Gas Properties evaluated in such Reserve Report which would require any such Loan Party to deliver Hydrocarbons produced from such Oil and Gas Properties or make cash payments at some future time without then or thereafter receiving full payment therefor, (iv) except as set forth on an exhibit to the certificate, none of cash actually received its Oil and Gas Properties have been sold since the date of the Reserve Report most recently delivered pursuant to this SECTION 6.2(e), which exhibit shall list all of its Oil and Gas Properties sold and in such detail as is reasonably required by Agent, (v) attached as an exhibit to the certificate is a list of its Oil and Gas Properties added to and deleted from the Reserve Report most recently delivered pursuant to this SECTION 6.2(e) and a list of all Persons disbursing proceeds to Borrower or any Guarantor, as applicable from its Oil and Gas Properties, (vi) all of the Oil and Gas Properties evaluated by such Reserve Report are subject to a Mortgage, the Agent's Liens and UCC financing statements or PPSA registration statements, that in each case create a first priority perfected Lien in such customer during Oil and Gas Properties in favor of Agent for the relevant monthbenefit of the Lenders, (vii) except as set forth on an exhibit to such certificate, none of the Oil and Gas Properties evaluated by such Reserve Report are subject to any farm-out or similar arrangement, and (viii) except as set forth on an exhibit to such certificate, there has not been any change in the working interest or net revenue interest of any Loan Party in any of the Oil and Gas Properties included on such Reserve Report; provided, however, that, notwithstanding the foregoing semi-annual reporting requirement of this SECTION 6.2(e), Borrower or Agent may have a Reserve Report prepared more frequently than semi-annually and such Reserve Report shall be used to update the Borrowing Base to the extent such Reserve Report complies with the requirements set forth in this SECTION 6.2(e) and is otherwise satisfactory to Agent; (f) with effect from as soon as available, but in any Inventory Eligibility event within 30 days after the end of each month ending after the Closing Date, upon request(i) a Borrowing Base Certificate, monthly perpetual inventory reports current as of the -71- last day of such month, supported by schedules showing the derivation thereof, including the calculation of the PV-10 of the Proved Reserves composing the Borrowing Base and containing such detail and other information as Agent may request from time to time, provided, that (A) the Borrowing Base set forth in the Borrowing Base Certificate shall be determined pursuant to the information set forth in the Reserve Report most recently delivered by Borrower pursuant to SECTION 6.2(e), such calculation to be made by multiplying (x) the volumetric quantity of the categories of estimated Proved Reserves set forth in such Reserve Report less such aggregate projected production volumes of Proved Reserves since the date of and as provided in such Reserve Report by (y) the applicable NYMEX Strip Price as of the last Business Day of the month preceding the date of the delivery by Borrower of such report to Agent, (B) such Borrowing Base shall be effective from and including the date such Borrowing Base Certificate is duly received by Agent but not including the date on which a subsequent Borrowing Base Certificate is received by Agent unless Agent disputes the eligibility of any Oil and Gas Property for inclusion in the calculation of the Borrowing Base or the valuation thereof by notice of such dispute to Borrower and (C) in the event of any dispute about the eligibility of any such property included in the calculation of the Borrowing Base or the valuation thereof, Agent's good faith judgment shall control, and (ii) a report, with effect a certificate of an Authorized Person of Borrower certifying to the completeness and accuracy of the report, discussing (A) any change since the date of such Reserve Report in the categorization of any Oil and Gas Properties among Proved Developed Producing Reserves, Proved Developed Non-Producing Reserves, Provided Undeveloped Reserves and "other", (B) any change in the working interest or net revenue interest in the Oil and Gas Properties of any Loan Party reflected on such Reserve Report, and (C) such other information as Agent shall reasonably consider appropriate or necessary from any Inventory Eligibility Date, a quarterly report the perspective of all Inventory an asset-based on a physical stock countlender; (g) monthly ageings of accounts payable no as soon as available, but in any event not later than 45 days after the 10th day end of each quarter, a report, certified by an Authorized Person of Borrower: (i) setting forth the total amount actually paid by each Loan Party during the preceding quarter for: (A) plugging and abandonment costs for previous or ongoing plugging and abandonment operations pertaining to its Oil and Gas Properties, and (B) general bond and supplemental bond payments pertaining to plugging and abandonment costs; and (ii) estimating the future payments for (A) and (B), above, for each 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;succeeding two quarters; and (h) with effect from any Inventory Eligibility Dateupon request by Agent, 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 Oil and Gas Properties, the other Collateral and or the Accounts (and each financial condition of Borrower hereby authorises the Agent to make enquiries or any 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;Subsidiaries.

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 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 Lender 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 reports of sales of Inventory Eligibility Dateby store, a quarterly report of all Inventory based and (b) on a physical stock count; weekly basis or more frequently as Lender may request, (gi) monthly ageings reports of accounts payable no later than 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 10th day applicable documentary letter of credit and/or xxxx of lading number, (ii) reports of amounts of consigned Inventory held by Borrowers by category and consignor, (iv) reports 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 Cost and details Retail Value of the Inventory held by Ideal in respect (net of such accounts payable and each such supplier; markdowns), (hc) with effect from any Inventory Eligibility Date, upon Lender's request, (i) reports on Accounts, including aggregate outstanding amounts by category, payments, accruals and returns and other credits, (ii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (iii) copies of bills of lading, (iv copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company; Borrowers, (iv) reports by retail store location of sales and operating profits for each such retail store location; (vi) accounts payable trial balance and (vii) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals; (d) accounts receivable detail as Lender may request; (e) upon Lender's request, the monthly statements received by Borrowers 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 (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 request from time to time; and (j) certificates . If any of Borrowers' records or reports of the Collateral are prepared or maintained by an officer of Ideal certifying as accounting service, contractor, shipper or other agent, Borrowers hereby irrevocably authorize such service, contractor, shipper or agent to the foregoing;deliver such records, reports, and related documents to Lender.

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 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 monthly basis or more frequently as Lender may request, (i) perpetual inventory reports, (ii) inventory reports by category, (iii) agings of accounts payable, (iv) reports of sales for each category of Inventory, and (v) reports on each Wednesday based sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (b) on figures a daily basis as of the previous Friday, a Borrowing Base Certificate incorporating, inter aliarequired by Lender, a schedule of Accounts, credits and collections, (c) on a weekly basis or more frequently as Lender may request, (i) reports of sales of Inventory, indicating gross sales, returns, allowances and 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 applicable documentary letter of credit notesand/or xxxx of lading number, a summary if possible, (iii) reports of collections amounts of accounts receivableconsigned Inventory held by consignees of Borrowers by consignor, a schedule (iv) reports of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report Cost of the Inventory balance and of markdowns taken with respect to Inventory in Borrowers' retail stores, and (by locationv) reports of outstanding Letter of Credit Accommodations identifying the applicable purposes of each based on the perpetual inventory reports and such further details as the Agent may request; categories referred to in Section 2.2(c) hereof, (bd) upon Lender'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; Borrowers and (iiv) reports by retail store location of sales and operating profits for each such retail store location; (e) agings of accounts receivable on a monthly basis or more frequently as Lender may request, setting forth the outstanding Accounts of each Borrower at thirty (30), sixty (60) and seventy-five (75) day intervals; (f) as soon as available, but in any event not later than five (5) days after receipt by Borrowers, the monthly statements received by Borrowers 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 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 (j) 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 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 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 (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 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) 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) 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; (iiv) monthly, a calculation of the Borrowing Base, in form and substance satisfactory to Lender, certified by the chief financial officer of Parent (which Borrowing Base calculation shall include 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); (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 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 (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 regular basis as required by Agent, schedules 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 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 (1) ownership of Inventory designated by Borrower and (2) the previous Fridayamounts of Inventory and the value thereof at any leased locations and at premises of warehouses, a Borrowing Base Certificate incorporatingprocessors or other third parties), 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, including a report of the Borrowers' Inventory balance (by location) based prepared 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 a roll-forward basis for the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than , reflecting Borrowers' Inventory as of the 10th last 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 schedule of Inventory purchased by each Borrower and sold and shipped during such month, (in reasonable detailC) agings of accounts receivable (together with a roll-forward of Accounts from the monthly ageings previous month, detailing all sales and collection activity for such preceding month) and (D) agings of accounts payable (and including, upon Agent's request, information indicating the amounts owing to the largest ten supplier creditors owners and lessors of Ideal leased premises, warehouses, processors and details other third parties from time to time in possession of the Inventory held by Ideal in respect of such accounts payable and each such supplierany Collateral); (hiii) with effect from any Inventory Eligibility Date, 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, invoices and delivery documents for Inventory and Equipment acquired by that Trading Companyany Borrower or Guarantor; (iiv) with respect to Imported Inventory, Borrowers shall deliver to Agent (A) on a weekly basis, or more frequently as Agent may request, a report of all Imported Inventory of FNA substantially in the form of the reporting of Imported Inventory currently delivered to Agent, which reporting shall include, without limitation, the cargo receipt numbers, item numbers, invoice numbers, container numbers, quantity and value and location thereof (including, as to location, whether such Imported Inventory is at sea with a Freight Forwarder, at port with a Customs Broker or Port Processor, or in the possession of a domestic U.S. trucking or railroad company (promptly after Borrowers' receipt of a written report from a Customs Broker that any Imported Inventory has been delivered to a domestic U.S. trucking or railroad company) and identifying the Freight Forwarder, Port Processor, Customs Broker in possession of such Imported Inventory), (B) upon Agent's request, copies of purchase orders, shipping and delivery documents for Imported Inventory and a list of identification numbers for such Imported Inventory, and (C) such other reports as to Imported Inventory as Agent shall reasonably request from time to time; (v) with respect to Consigned Inventory, (A) on or before the tenth (10th) day after the end of each month, a report as to the Value of Consigned Inventory in the possession of any consignee (regardless of whether Agent and/or Wachovia have made Revolving Loans with respect to such Consigned Inventory) with respect to whom Uniform Commercial Code searches reflect the filing of a competing security interest in such Consignee's Inventory in favor of another secured party ("Inventory Lienholder"), which Value shall be reported as of the date that the Borrowers delivered notice to such Inventory Lienholder of the existence of Borrowers' consignment arrangements with the applicable Consignee, in accordance with Uniform Commercial Code Section 9-324(b), and the Value of the Consigned Inventory remaining in the possession of such Consignee as of the date of the report and (B) on or about June 1 and December 1 of each year a report as to the Value of seasonal Consigned Inventory then in the possession of each consignee, indicating whether such seasonal Consigned Inventory remains unsold and, if sold to the consignee, the terms of such sale; (vi) on a monthly basis or, if a Default or Event of Default shall have occurred and is continuing, more frequently upon Agent's request, a current thirteen (13) week Loan Availability Report completed by Administrative Borrower substantially in the form of Exhibit 7.1(a)(vi) hereto; 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 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 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 Friday, a Borrowing Base Certificate incorporating, inter aliamonthly basis, 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 Borrower’s Accounts since the last such schedule; (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 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 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 (which shall include the Borrower and each Subsidiary) at the following times in substantially the form satisfactory previously delivered under the loan agreement relating to the AgentExisting Debt: (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 end 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 DateBorrower's fiscal week, a report of the Inventory inventory balance (by location) based on the perpetual inventory reports and no later than four Business Days following the end of such further details as the Agent may request; fiscal week; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings agings 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; (c) monthly departmental inventory reports, together with a specific breakdown (in reasonable detail) no later than the 10th day of the following month (it being understood that the Borrower shall have no obligation to provide such information with respect to the PFC division of the Borrower until the earlier of (i) 90 days after the Closing Date or (ii) the date such information is available); (d) monthly ageings agings of accounts payable payable, no later than the 10th day of the following month; (e) a monthly Sales to Gross Margin analysis report by location (including, without limitation, summary information regarding the results of cycle counts of Inventory), prepared in a manner consistent with the Borrower's past practices, no later than the 30th day of the following month (it being understood that the Borrower shall have no obligation to provide such information with respect to the largest ten supplier creditors of Ideal and details PFC division of the Inventory held by Ideal in respect Borrower until the earlier of (i) 90 days after the Closing Date or (ii) the date such accounts payable information is available); (f) upon reasonable request, additional cycle count information where available (including, without limitation, work papers and each such supplier; (h) with effect from any Inventory Eligibility Date, upon requestother back-up information), copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; the Borrower or Subsidiary; (ig) on or before the fourth Business Day of each week, a Borrowing Base Certificate in the form of Exhibit B, as of the last Business Day of the prior week; (h) 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 (ji) certificates of an officer of Ideal the Borrower certifying as to 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.

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) At least once during each calendar week, on a weekly basis on the fifteenth (15th) 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 incorporatingincluding (i) a detailed calculation of the Borrowing Base, inter alia(ii) a certification of Eligible Accounts, a schedule Eligible Government Accounts and Eligible Inventory (provided that Eligible Inventory reported shall be as 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 day of the Inventory balance most recent calendar month) 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 Lender); (b) upon Monthly, not later than the fifteenth (15th) 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; and (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 (jc) 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. 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 no Account included therein as an officer Eligible Account or an Eligible Government Account should be excluded from inclusion in the Borrowing Base pursuant to the terms of Ideal certifying the definition of “Eligible Account” or “Eligible Government Account”, as applicable, and that 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 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 Government Accounts or Eligible Inventory, 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 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 each Wednesday based on figures as of the previous Fridaywith respect to MercFuel, 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, 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 requesta detailed aging, copies by total, of invoices, credit notes, shipping and delivery documents;the Accounts of the other Borrowers . At least once weekly (the first such report not later than Monday of each week) Monthly (not later than with respect to all Borrowers other than Maytag: the 15th day of each month) (c) monthly ageings of accounts receivable to be delivered no later than a sales journal, collection journal, and credit register since the 10th day of each month in respect last such schedule and a calculation of the immediately preceding month;Borrowing Base as of such date, (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day notice of each month in respect of the immediately preceding month;all returns, disputes, or claims, (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details 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 including detail regarding those Accounts that are not Eligible Accounts 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;Eligible Foreign Accounts), (f) a detailed aging, by total, of the Accounts, together with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report reconciliation to the detailed calculation of all Inventory based on a physical stock count;the Borrowing Base previously provided to Agent, (g) monthly ageings a summary aging, by vendor, of Borrowers' accounts payable no later than the 10th day of the following monthand any book overdraft, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable reconciliation 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;Borrower's general ledger, and (h) a calculation of Dilution for the prior month. Monthly (not later than with effect from any Inventory Eligibility Date, upon request, copies respect to Maytag: the 20th day of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company;each month) (i) a sales journal, collection journal, and credit register since the last such other reports schedule and a calculation of the Borrowing Base 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; andsuch date, (j) certificates notice of an officer all returns, disputes, or claims, (k) a detailed calculation of Ideal certifying the Borrowing Base (including detail regarding those Accounts that are not Eligible Accounts or Eligible Foreign Accounts), (l) a detailed aging, by total, of the Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Agent, (m) a summary aging, by vendor, of Borrowers' accounts payable and any book overdraft, together with a reconciliation to Borrower's general ledger, and (n) a calculation of Dilution for the prior month. Monthly (not later (o) a report as to sales, excise and fuel taxes than the foregoing;45th day payable by any Borrower, in form satisfactory to after the end of Agent. each month)

Collateral Reporting. it will 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 form reasonably satisfactory to the Agent: : (a) on at the times specified in Section 5.2(k) of -------------- the Credit Agreement, a weekly basis on each Wednesday based on figures as schedule of Borrowers' Accounts created, credits given, cash collected and other adjustments to such Accounts since the previous Friday, last such schedule and a Borrowing Base Certificate incorporatingthat includes (i) a detailed calculation of the Eligible Accounts and Eligible Inventory in form and substance similar to that presented in Exhibit B of the Credit Agreement, inter alia--------- and (ii) a list of any sales accruals included in the Borrowing Base Certificate; (b) on a fiscal monthly basis, by the 20th day of the following fiscal month, agings of each Borrower's Accounts, together with a schedule of credit notesreconciliation from the corresponding Borrowing Base to the Parent's consolidated financial statements for the most recent fiscal period then ended (provided, a summary of collections of accounts receivable, a schedule of Accounts created since that for the last such schedule, with effect from any Inventory Eligibility first 90 days after the Initial Funding Date, a report -------- Administrative Borrower need only deliver agings that cover, in the aggregate, 50% in Dollar amount of the Accounts of all Borrowers); (c) upon request, and if so requested by the 20th day of the following fiscal month, agings of each Borrower's accounts payable; (d) on a fiscal monthly basis by the 20th day of the following fiscal month, Borrowers' Inventory balance by category and location, together with a reconciliation from the corresponding Borrowing Base to the Parent's consolidated financial statements for the most recent fiscal period then ended; (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 each 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 the 10th day of documents in connection with 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; such Borrower, 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 the Accounts (and of 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 Administrative Borrower 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, each 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) 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 regular basis as required by Agent, schedules 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 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 and the amounts, value and locations of all consigned Inventory), (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 owing to owners and lessors of leased premises, warehouses, processors and other third parties from time to time in possession of any Collateral); (iii) as soon as possible after the end of each week (but in any event on or prior to Wednesday based on figures as of the previous Fridayimmediately following week), or more frequently as Agent may request at any time that Excess Availability is less than $3,500,000 or a Default or Event of Default shall exist or have occurred and be continuing, 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 Accounts and Inventory, inter aliaduly completed and executed by the chief financial officer, treasurer or controller 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 created, collections received and 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 memos issued for each day of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may requestimmediately preceding period); (biv) upon 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; (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; (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 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 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 Tuesday and Friday of each Wednesday based on figures as week, the aging summary of the previous FridayBorrower's Accounts as summarized on Borrower's daily business status report, together with a reconciliation to the corresponding Borrowing Base Certificate incorporatingand, 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 detailed aging of the level Borrower's Accounts with a reconciliation to the Borrower's general ledger and the Borrower's daily business status report as of sales made to each such customerthe month end; (iib) 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 basis by the 10th day of the following month, or more frequently if requested by the Agent, an aging of the Borrower's accounts payable; (c) on Tuesday and Friday of each week, a detailed calculation of Eligible Accounts and Eligible Inventory (current as of the previous Business day); (d) on Tuesday and Friday of each week, Inventory reports by location as indicated on the Borrower's daily business status reports and, on a monthly basis, Inventory reports by category, together with a specific breakdown reconciliation of Inventory reported on the last Borrowing Base Certificate (in reasonable detailthe form of which is attached as Exhibit C) of the monthly ageings of accounts payable and 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; Borrower's general ledger; (he) with effect from any Inventory Eligibility Date, upon request, 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) 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 (jh) 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 Each US 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 of the previous Friday, a Borrowing Base Certificate incorporating, inter aliarequired by Lender, 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 Lender 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 and (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; (c) on a weekly basis (or more frequently as the Agent Lender may request; ), within one (b1) Business Day following the end of each calendar week, an accounts receivable aged trial balance; (d) upon Lender’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 Lender may request; and (f) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the as US Collateral Agent to make enquiries of its customers in this respect) as the Agent or Lender 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 US Collateral Agent and 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 Administrative Agent with the following documents at the following times in form satisfactory to Administrative Agent during the Agentterm of this Agreement on a separate Borrower-by-Borrower basis, as well as on a consolidated basis: (a) on a weekly basis on each Wednesday based on figures as By the last day of the previous Fridaymonth following each calendar quarter (i.e., the last day of April, July, October and January), a Borrowing Base Certificate incorporatingreport: (i) listing the total amount actually paid by Borrower during the preceding quarter for: (A) plugging and abandonment costs for previous or ongoing plugging and abandonment operations pertaining to the Oil and Gas Properties, inter aliaand (B) general bond and supplemental bond payments pertaining to plugging and abandonment costs; and (ii) estimating the future payments for (A) and (B), a schedule of credit notesabove, 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 for each of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may requestsucceeding two quarters; (b) upon requestReserve Reports prepared by an independent petroleum engineering consultant pertaining to the six-month period ending December 31st and June 30th of each year (with such Reserve Report shall be in form and substance satisfactory to Administrative Agent), copies and shall: (i) be accompanied by a certification of invoicesBorrower to the effect that nothing has occurred since the date of the last Reserve Report that could reasonably be expected to result in a Material Adverse Effect, credit notesexcept that which has previously been disclosed to Administrative Agent in writing: and (ii) contain such other information as may be reasonably requested by Administrative Agent. Each delivery of a Reserve Report by Borrower to Administrative Agent shall constitute a representation and warranty by Borrower to Administrative Agent that, shipping unless otherwise disclosed to Administrative Agent in writing on or prior to the date of such delivery, (w) Borrower (or its Subsidiary, as the case may be) owns the Oil and delivery documents;Gas Properties described in the Reserve Report free and clear of any Liens (except Permitted Liens) and (x) each of the Oil and Gas Properties described in such Reserve Report constitute at least ninety-five (95%) of the value of Borrower's Proved Reserves in the Oil and Gas Property Collateral; and TERM LOAN AND SECURITY AGREEMENT (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 Upon request 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 Administrative Agent to make enquiries of its customers in this respect) as the Agent shall request from time to time; and , copies of Borrower's lease files, well files and contract files (j) certificates including production reports on each well, marketing contracts, and information regarding locations of an officer of Ideal certifying as to the foregoing;and equipment located on each well).

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 or more frequently at Borrowers' option or as Lender may request, a weekly collateral report setting forth Borrowers' calculation of the Revolving Loans and Letter of Credit Accommodations available to Borrowers pursuant to the terms and conditions contained herein as of the previous Fridaylast Business Day of the immediately preceding week as to the Accounts and Eligible Cash Collateral and as of the last day of the preceding month as to Inventory, duly completed, together with all schedules required pursuant to the terms of the weekly collateral report (including a schedule of all Accounts created, collections received and credit memos issued for each day of the immediately preceding week) and on a monthly (but in no event later than the fifth (5th) Business Day of the end of the immediately preceding month) or more frequently at Borrowers' option or as Lender may request, a Borrowing Base Certificate incorporatingsetting forth Borrowers' 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 Business Day of the immediately preceding month based on the detailed aged account receivable trial balance of Borrowers as to the Accounts and based on the month end perpetual inventory records of Borrowers as to the Inventory, inter aliaduly completed and executed by the chief financial officer of Central or other appropriate financial officer of Central acceptable to Lender; provided, that, without limiting any other rights of Lender, upon Lender's request, Borrowers shall provide Lender on a daily basis with a schedule of credit notesAccounts, collections received and credits issued and on a summary weekly basis with an inventory report in the event that at any time either: (A) an Event of collections Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default, shall exist or have occurred, or (B) Borrowers shall have failed to deliver any Borrowing Base Certificate in accordance with the terms hereof, or (C) upon Lender's good faith belief, any information contained in any Borrowing Base Certificate is incomplete, inaccurate or misleading, or (D) the sum of the amount of the cash and Cash Equivalents of CSC Finance and CSC Investment which are free and clear of any pledge, lien, security interest, claim or other encumbrance and are available to CSC Finance and CSC Investment without condition of restriction, plus the amount of the Excess Availability as determined by Lender, shall be less than $4,745,000 for any three (3) consecutive day period prior to October 31, 1998 and $7,500,000 for any three (3) consecutive day period on and after November 1, 1998 or (E) the Excess Availability shall be less than $2,500,000; (ii) on a monthly basis or more frequently as Lender may request, (A) perpetual inventory reports, (B) inventory reports by category, (C) agings of accounts payable, (D) agings of accounts receivable, (E) a schedule list of Accounts created since any chattel paper or instruments payable to any Borrower or Guarantor received in the last such scheduleimmediately preceding month, with effect from any Inventory Eligibility Date(F) evidence of the cash and Cash Equivalents of Borrowers, CSC Finance and CSC Investment, and (G) a report of named coverage changes under any international credit insurance policy maintained by Borrowers from 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 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 request, (A) copies of each month in respect customer statements and credit memos, remittances 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 of 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 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 Revolving Loans and Letter of Credit Accommodations available to Borrowers as to set forth in any Borrowing Base Certificate and as determined by Lender, the determination of Lender shall govern and be conclusive and binding upon Borrowers unless a specific objection is made by Central thereto within thirty (30) days. 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 the Borrowing Base Certificate. If any Borrower's records or reports of the Collateral are prepared or maintained by an 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 Default exists or has occurred.

Collateral Reporting. it will (a) Servicer 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) as soon as possible after the last day of each week (but in any event by the close of business in Atlanta, Georgia on the first Tuesday after the end of each week or if such day is not a weekly basis Business Day, then the immediately following Business Day), or more frequently as Agent may request at any time that a Default or Event of Default shall exist or have occurred and be continuing, (A) an Interim Receivables Report for such week and (B) a report setting forth the Senior Credit Facility Availability and the components thereof for each Business Day of such week, duly completed and executed by the chief financial officer, treasurer or controller of Servicer; (ii) as soon as possible after the end of each fiscal month (but in any event by the close of business in Atlanta, Georgia on the tenth (10th) day after the end of each Wednesday based on figures such fiscal month or if such day is not a Business Day, then the immediately following Business Day), or more frequently as Agent may request at any time a Default or Event of Default shall exist or have occurred and be continuing, a Monthly Receivables Report setting forth the calculation of the Borrowing Base as of the previous Fridaylast Business Day of the immediately preceding period, a Borrowing Base Certificate incorporatingduly completed and executed by the chief financial officer, inter aliatreasurer or controller of Servicer, together with all schedules required pursuant to the terms of the Monthly Receivables Report duly completed (including a schedule of all Accounts created, collections received and credit notes, a summary memos issued for each day of collections the immediately preceding period) and an aging 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 requestreceivable in form acceptable to Agent; (biii) upon 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, and (B) copies of shipping and delivery documents; (b) Nothing contained in any Receivables Report 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 Borrowing Base or any component thereof as set forth in any Receivables Report and as determined by Agent in good faith, the determination of Agent shall govern and be conclusive and binding upon each Transaction Party. Without limiting the foregoing, each Transaction Party 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 Receivables Report. Upon the request of Agent, each such Receivables Report shall be accompanied by an electronic file in a form reasonably satisfactory to Agent. (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 If any credit notes issued to each such customer Transaction Party's records 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 respect to any Inventory Eligibility DateCollateral are prepared or maintained by an accounting service, a quarterly report contractor, shipper or other agent, such Transaction Party 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 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 Default exists or has occurred 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;is continuing.

Collateral Reporting. it will provide Deliver to Agent and each other Lender on or before the Agent, in each case in respect fifteenth (15th) day of each Trading Companymonth (except in the case of each of the first three (3) months following the Closing Date, and for which the applicable delivery date shall be on a consolidated and consolidating basis, with or before the following documents at the following times in form satisfactory to the Agent: twenty-first (21st) day of each month) (a) on a weekly basis on each Wednesday based on figures accounts receivable ageings inclusive of reconciliations to the general ledger as of the previous Fridaylast day of the prior month, (b) accounts payable schedules, (c) Inventory reports and schedules as of the last day of the prior month, and (d) a Borrowing Base Certificate incorporating, inter alia, a schedule calculated as 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 day of the Inventory balance prior month (by locationdetailing, among other things, new sales, collections and credits for that prior month) based on the perpetual inventory reports and (which such further details as the Borrowing Base Certificate shall not be binding upon Agent may request; (b) upon requestor restrictive of Agent’s rights under this Agreement). Furthermore, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day first Business Day in January and July in each year, and more frequently as Agent may request in its Permitted Discretion, Borrowers shall deliver to Agent an updated listing of the name and current mailing address 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 Customer of each month in respect of the immediately preceding month; (e) on a monthly basisBorrower. In addition, a report listing the top ten (10) customers of Ideal during that month, providing each Borrower will deliver to Agent at such intervals as Agent may require: (i) details of the level of sales made to each such customerconfirmatory assignment schedules; (ii) details copies of any credit notes issued to each such customer Customer’s invoices; (iii) evidence of shipment or any other account adjustments made in respect of such customerdelivery; and (iiiiv) such further schedules, documents and/or information regarding the amount of cash actually received from each such customer during Collateral as Agent may require including trial balances and test verifications. Agent shall have the relevant month; (f) with effect from right to confirm and verify all Receivables by any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from manner and through 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 medium it considers advisable and do whatever it may deem reasonably necessary to protect its interests hereunder. The items to be provided under this Section are to be with a specific breakdown (level of detail and in reasonable detail) of the monthly ageings of accounts payable form and substance satisfactory to the largest ten supplier creditors of Ideal Agent satisfactory to Agent in its Permitted Discretion and details of the Inventory held executed 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 and delivered to Agent to make enquiries of its customers in this respect) as the Agent shall request from time to time; and (j) certificates time solely for Agent’s convenience in maintaining records of an officer the Collateral, and any Borrower’s failure to deliver any of Ideal certifying as such items to Agent shall not affect, terminate, modify or otherwise limit Agent’s Lien with respect to the foregoing;Collateral.

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 Borrower shall timely deliver to the Agent, Agent (and each Lender in each the case in respect of each Trading Company, and on a consolidated and consolidating basis, with Borrowing Base Certificates required to be delivered pursuant to clause (a)(i)(1) below) the following documents at the following times in form satisfactory to the Agentcertificates and reports: (a) Weekly Borrowing Base Certificates. ---------------------------------- (i) Weekly, before 12:00 noon Boston time on the second Business Day of each week, and at any other time requested by the Agent, (1) a weekly basis on each Wednesday based on figures borrowing base certificate (the "Borrowing Base Certificate"), which shall be: (A) completed substantially in the form of Exhibit D, detailing the Borrower's Eligible Accounts Receivable and Eligible Inventory 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 each Friday of the Inventory balance immediately preceding week (by location) based on the perpetual inventory reports and or as of such further details other date as the Agent may request; ), (bB) prepared by or under the supervision of the Borrower's chief executive officer or chief financial officer and certified by such officer subject only to adjustment upon completion of the normal year-end audit of physical inventory and (C) attached to such additional schedules and other information as the Agent may request; and (2) (X) an Accounts Receivable reconciliation report (beginning balance plus sales minus collections minus credits plus or minus adjustments), copies (Y) a report detailing Inventory balances by category and (Z) an accounts payable balance and book overdraft report, in each case as 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 Saturday of the immediately preceding month;week. The Agent may, but shall not be obligated to, rely on each Borrowing Base Certificate and any other schedules or reports in determining the eligibility of Accounts and Inventory. (dii) monthly perpetual inventory reports by category to be delivered no later than Monthly, before 12:00 noon Boston time on the 10th day ninth Business Day of each month fiscal month, and at any other time requested by the Agent, (1) a Borrowing Base Certificate which shall be: (A) completed substantially in respect the form of Exhibit D, detailing (x) the Borrower's Eligible Accounts Receivable and Eligible Inventory as of the last day of the immediately preceding month; fiscal month (ethe "Monthly Report") on a monthly basis, a report listing and (y) the top ten (10) customers Borrower's Eligible Accounts Receivable and Eligible Inventory as of Ideal during that the last day of the immediately preceding fiscal month, providing (iB) details prepared by or under the supervision of the level Borrower's chief executive officer or chief financial officer and certified by such officer subject only to adjustment upon completion of sales made the normal year-end audit of physical inventory, and (C) attached to each such customer; additional schedules and other information as the Agent may request (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customerincluding, without limitation, an accounts receivable agings report for the prior fiscal month); and (iii2) (W) an Accounts Receivable summary agings report by location, (X) an Accounts Receivable summary agings report for the amount of cash actually received from each such Borrower's top twenty customer during the relevant month; accounts, (fY) 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; balances by location (gincluding third party locations) monthly ageings of and (Z) an accounts payable no later than agings report (when available from the 10th Borrower's computerized recordkeeping system), in each case as of the last day of the following immediately preceding fiscal month. The Agent may, together with a specific breakdown (but shall not be obligated to, rely on each Borrowing Base Certificate and any other schedules or reports in reasonable detail) determining the eligibility of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal Accounts 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;Inventory.

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 Xxxxx 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 xxxxx 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 xxxxx 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) 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) Borrowers shall provide Agent (and the Agent, Co-Collateral Agents in each the case in respect of each Trading Company, clauses (ii) and on a consolidated and consolidating basis, (iv) below) with the following documents at the following times in a form reasonably 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, on a weekly basis, (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, (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 to the extent that the aggregate amount of such Credit Card Receivables that are outstanding for such period exceed $50,000, (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 twenty five (25) days after the end thereof), and, during an Additional Collateral Reporting Period, weekly, a Borrowing Base certificate, substantially in the form of Exhibit F hereto, or with additional form and detail (including as to Eligible Inventory) as any Co-Collateral Agent may reasonably 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 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 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, the Co-Collateral Agents or Lenders 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 in accordance with this Agreement, the determination of Agent shall govern. Without limiting the foregoing;, Borrowers shall furnish to Co-Collateral Agents any information which Co-Collateral Agents may reasonably 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 reasonably satisfactory to the Agent: (ai) on a weekly regular basis on each Wednesday based on figures as required by Agent, schedules of the previous Fridaysales made, 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 credits issued and such further details as the Agent may requestcash received; (bii) as soon as possible after the end of each week (but in any event within two (2) Business Days after the end thereof) during a Compliance Period or if a Default or Event of Default has occurred and is continuing, and, at all other times, as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), a certificate of the Borrowing Base; additionally, if a requested Revolving Loan or Letter of Credit would result in the commencement of a Compliance Period, Borrowers shall provide Agent with a certificate of the Borrowing Base; (iii) 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 (if such request is made at a time when a Default or Event of Default has occurred and is continuing or at any other time where such request is made by Agent in good faith), (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) 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 owing to owners and lessors of leased premises, warehouses, processors and other third parties from time to time in possession of any Collateral); (iv) upon requestAgent’s request (if such request is made during its periodic field examinations or at a time when a Default or Event of Default has occurred and is continuing or at any other time where such request is made by Agent in good faith), (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 Companyany Borrower or Guarantor; (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 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 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 monthly basis, or more frequently if requested by the Agent, and on a weekly basis on each Wednesday based on figures as during any period in which the outstanding amount of the previous Friday, a Borrowing Base Certificate incorporating, inter aliaLoans exceeds seventy percent (70%) of Availability, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of the Borrower's Accounts (with the information for Eligible Unbilled Account Receivables separately broken out and stated) created since the last such scheduleschedule and a Borrowing Base Certificate; (b) on a monthly basis, or more frequently if requested by Agent, 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, in each case with the information for Eligible Unbilled Account Receivables separately broken out and stated; (c) on a monthly basis, or more frequently if requested by Agent, an aging of the Borrower's accounts payable; (d) on a monthly basis (or more frequently if requested by the Agent), 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; documents in connection with the Borrower's Accounts (cwith the information for Eligible Unbilled Account Receivables separately broken out and stated) 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; 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 timetime (with the information for Eligible Unbilled Account Receivables separately broken out and stated); and and (jh) 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 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 reasonably satisfactory to the Agent: (a) on a weekly basis on each Wednesday based on figures as daily basis, from and after the Receivables Activation Date and during any period after the occurrence and during the continuance of the previous Fridayan Event of Default, 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, 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 and, copies in any event, by no later than the third Business Day of invoicesthe immediately following week (i) from and after the Receivables Activation Date and during any period when no Event of Default has occurred and is continuing, a sales journal, collection journal, and credit notesregister since the last such schedule, (ii) during any period after the occurrence and during the continuance of an Event of Default, shipping (A) a Borrowing Base Certificate setting forth the calculation of the Borrowing Base as of such date and delivery documents;demonstrating Borrowers' compliance with the limitation on Advances set forth in SECTION 2.1(c), and, (B) Inventory reports specifying Borrowers' cost and the wholesale market value of its Inventory by category, with additional detail showing additions to and deletions from the Inventory with additional detail showing additions to and deletions from the Inventory (the so called "roll forward inventory collateral report"), (iii) during any period after the occurrence and during the continuance of an Event of Default, Inventory reports specifying the cost of Borrowers' Inventory by category, with additional detail showing additions to and deletions from the Inventory (the so-called "Roll Forward Inventory Collateral Report"), (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 during the term of this Agreement, (i) prior to the Receivables Activation Date, a sales journal, collection journal, and credit register since the last such schedule. (ii) during any period when no Event of Default has occurred and is continuing, a Borrowing Base Certificate setting forth the calculation of the Borrowing Base and demonstrating Borrowers' compliance with the limitation on Advances set forth in respect SECTION 2.1(a)(iii) as of the last day of the immediately preceding month;. (iii) during any period when no Event of Default has occurred and is continuing, Inventory reports specifying the cost of Borrowers' Inventory by category, with additional detail showing additions to and deletions from the Inventory (the so-called "Roll Forward Inventory Collateral Report"), (iv) a listing, by vendor, of Borrowers' accounts payable and any book overdraft, (v) a consigned inventory report by vendor, (vi) an inventory reconciliation to general ledger, (vii) and a calculation of Dilution for the prior month, (d) on a monthly perpetual inventory reports basis and, in any event, by category to be delivered no later than the 10th 16th day of each month in respect during the term of this Agreement, a detailed aging, by total, of the immediately preceding month;Eligible Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Agent, together with a calculation of Accounts or rights to payment that are not Eligible Accounts, gift certificates, and merchandise credits, (e) on a monthly basis, a report listing promptly upon request of Agent in the top ten (10) customers exercise of Ideal during that month, providing its Permitted Discretion, (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 Accounts, invoicescustomer 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 that Trading Company;Borrowers, purchase orders and invoices (iii) a list of all unissued credit memos and a copy of Borrowers' unissued credit log, (iii) notice of all returns, or credit memos as reported in the accounts receivable activity report, (iv) copies of all draft or unaudited results of the then most recently completed component of Borrowers' Inventory cycle count program, together with a report of all adjustments to Borrowers' Inventory made on the basis of the results of such cycle count component. (v) evidence of payment of sales taxes, and (vi) such other reports as to the Collateral and or the Accounts (and each Borrower hereby authorises financial condition of Borrowers, or the above reports but at a greater reporting frequency, as Agent to make enquiries of its customers in this respect) as the Agent shall may request from time to time; andtime in its Permitted Discretion, (jf) certificates of an officer of Ideal certifying as on the Receivables Activation Date, a roll-forward to the foregoing;Business day immediately preceding the Receivables Activation Date of the sales journal, collection journal, and credit register delivered by Borrower to Agent for the immediately preceding month pursuant to SECTION 6.2(c)(i).

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 monthly basis and, in any event, by no later than the 25th day of each month during the term of this Agreement (or, in the event that Borrower's then Availability is less than $10,000,000, on each Wednesday based on figures such more frequent basis as Foothill may require), a monthly accounts receivable roll-forward report and a detailed calculation of the Borrowing Base as of such date; (b) on a monthly basis and, in any event, by no later than the previous Friday25th day of each month during the term of this Agreement, a detailed aging, by total, of the Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base Certificate incorporating, inter aliapreviously provided to Foothill; (c) on such frequency (if any) as Foothill reasonably may require, a schedule listing of Borrower's accounts payable, by vendor; (d) [intentionally omitted]; (e) upon Foothill's reasonable request, copies of invoices in connection with the Accounts, credit notesmemos, and remittance advices and reports in connection with the Accounts and for Inventory and Equipment acquired by Borrower, purchase orders and invoices; (f) in the event that Borrower's then Availability is less than $10,000,000, on such frequent basis as Foothill may require, a summary of collections of accounts receivablesales journal, a schedule of Accounts created collection journal, and credit register 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 schedule and such further details as the Agent may request; (b) upon request, copies of invoices, credit notesdeposit slips, shipping and delivery documents; documents in connection with the Accounts and for Inventory and Equipment acquired by Borrower; (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 calculation of the top ten (10) customers of Ideal during that Dilution for the prior month, providing ; (i) details of on a quarterly basis, a detailed report specifying each Permitted Toehold Investment, including the level of sales made book value and market value thereof; (j) (1) on a monthly basis, with respect to each Permitted Appraised Asset Disposition with respect to which no replacement Equipment was purchased in respect thereof, a detailed report specifying each such customerPermitted Appraised Assets Disposition consummated since the last such report, and (2) with respect to each Permitted Appraised Asset Disposition with respect to which replacement Equipment was purchased in respect thereof, as requested by Foothill, a detailed report specifying each Permitted Appraised Assets Disposition and Equipment replacement in respect thereof consummated since the last such report; (iik) details on a quarterly basis, a detailed report specifying the aggregate amount of any credit notes issued Permitted Subsidiary Loans and Capital Contributions made by Borrower to each such customer or any other account adjustments made in respect date during the then current calendar year and the aggregate amount of such customer; Indebtedness then outstanding and permitted under Section 7.1(b), 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; (il) 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 of an officer of Ideal certifying as , at Foothill's direction if there is a Triggering Event, 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 Agent (and Agent shall provide to each Lender, the Agent:reports and information referred to in Section 7.1(a)(ii)hereof): (ai) after the end of each calendar week, as soon as available, but in any event no later than five (5) days after the end of such week, a Weekly Collateral Report, as of the last business day of the immediately preceding week as to the Accounts and Inventory balances, duly completed and executed by the chief financial officer, Vice President-Finance of Pep Boys, or such other financial officer of Pep Boys reasonably acceptable to the Agent on behalf of Borrowers; provided, that, without limiting any other rights of Agent, upon Agent's request, Borrower shall provide Agent on a daily basis with a schedule of Accounts, collections received and credits issued and on a weekly basis on with an inventory report in the event that at any time either: (1) a Default or an Event of Default, shall exist or have occurred, or (2) Borrowers shall have failed to deliver any Borrowing Base Certificate in accordance with the terms hereof, or (3) upon Agent's good faith belief, any information contained in any Borrowing Base Certificate is incomplete, inaccurate or misleading, or (4) Excess Availability shall be less than $37,500,000; (ii) as soon as possible after the end of each Wednesday based on figures month (but in any event within ten (10) Business Days after the end of each month) so long as of the previous FridayExcess Availability is greater than $37,500,000, or more frequently as Agent may in good faith request if at any time Excess Availability is equal to or less than $37,500,000, (A) a Borrowing Base Certificate incorporatingsetting forth Borrowers= calculation of the Loans and Letter of Credit Accommodations available to Borrowers, inter aliaduly completed and executed by the chief financial officer or Vice President-Finance of Pep Boys, on behalf of Borrowers; (B) a schedule of credit notessales made, a summary of collections of accounts receivablecredits issued and cash received, a schedule of Accounts created since the last together with such schedule, supporting documentation and detail 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 respect thereto as the Agent may request; (bC) upon requestperpetual inventory reports, including inventory reports by location, category and a gross margin report by category, (D) reports with respect to Inventory sold or purchased on consignments, (E) a schedule detailing use of Loan (whether Working Capital Advances or Asset Purchase Advances) proceeds and Letter of Credit Accommodations; provided, that, Borrowers shall make available to Agent such supporting documentation with respect to the use of Loan proceeds and Letter of Credit Accommodations (including without limitation, vendor invoices, copies of invoicescancelled checks, disbursement receiving journals, purchase journals) and detail with respect thereto as Agent may request, from time to time, (F) agings of accounts payable (and including information indicating the status of payments to owners and lessors of the leased premises of Borrowers), and (G) agings of accounts receivable (together with a reconciliation to the then current month's general ledger); (iii) upon Agent's request, (A) copies of customer statements and 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 property acquired by that Trading Companya Borrower; (iiv) as soon as available, but in any event not later than five (5) Business Days after receipt by any Borrower, the monthly statements received by any Borrower 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 (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 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 Loans and Letter of Credit Accommodations available to Borrowers as to set forth in any Borrowing Base Certificate and as determined by Agent, the 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. 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 Each 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 not later than the twelfth day of each Wednesday based on figures as of month or more frequently if requested by the previous Friday, a Borrowing Base Certificate incorporating, inter aliaAgent or provided by the Borrowers, a schedule of credit notessuch Borrower's and Services' Accounts and a Borrowing Base Certificate, 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 as of the Inventory balance (by location) based prior month end if such Borrowing Base Certificate was delivered on a monthly basis and as of the perpetual inventory reports and date specified therein if such further details as the Agent may request; Borrowing Base certificate was provided on a more frequent than monthly basis; (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 by 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 twelfth day of the following month, or more frequently if requested by Agent, an aging of such Borrower's and Services' Accounts, together with a specific breakdown reconciliation to the previous month's aging of such Borrower's and Services' Accounts and to such Borrower's and Services' general ledger; (in reasonable detailc) on a monthly basis by the fifteenth day of the following month, or more frequently if requested by Agent, an aging of such Borrower's and Services' accounts payable; (d) if requested by the Agent, on a monthly ageings of accounts payable to basis by the largest ten supplier creditors of Ideal and details fifteenth day of the following month (or more frequently if requested by the Agent), Inventory held reports by Ideal in respect of such accounts payable category, with additional detail showing additions to and each such supplier; deletions from the Inventory; (he) with effect from any Inventory Eligibility Date, upon reasonable request, copies of purchase ordersinvoices in connection with such Borrower's and Services' Accounts, invoicescustomer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with such Borrower's and Services' Accounts and for Inventory and Equipment acquired by that Trading Company; such Borrower or Services, purchase orders and invoices; (f) together with the delivery of each Borrowing Base Certificate, a report of sales, collections and credits; (g) on a monthly basis by the thirtieth day of the following month a report of equipment purchases and sales for such month in excess of $50,000 individually and $250,000 in the aggregate, such report to be in form, substance and detail satisfactory to the Agent; (h) on a quarterly basis, within 30 days of the end of each fiscal quarter of Borrowers, a report of all equipment purchases and sales of the Borrowers and Services during such fiscal quarter, such report to be in form, substance and detail satisfactory to the Agent; (i) upon request, a statement of the balance of each of the Intercompany Accounts; (j) such other reports as to the Collateral of the Borrowers and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) Services as the Agent shall reasonably request from time to time; and and (jk) certificates with the delivery of each of the foregoing, a certificate of the Borrowers and Services executed by an officer of Ideal thereof certifying as to the accuracy and completeness of the foregoing;. If any of either Borrower's or Services' 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 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 Agent: Lender: (a) on a weekly basis on Tuesday of each Wednesday based on figures week as of the previous Fridayclose of business of the immediately preceding Saturday or Sunday, a Borrowing Base Certificate incorporatingas applicable, inter aliaor more frequently as Lender may request, a schedule of credit notesOperating Subsidiary Eligible Inventory, a summary Operating Subsidiary Eligible Active Inventory, Operating Subsidiary Eligible Return Inventory, WEI Eligible Inventory, WEI Eligible Active Inventory, and WEI Eligible Return Inventory, setting forth the location thereof and the aggregate cost of collections each such category of Inventory (currently reported on the "STAR" system) (including vendor discounts), and designating Inventory in transit and Inventory to be purchased under outstanding Letter of Credit Accommodations; (b), once each month, on or before the fifteenth (15th) Business Day of such month for the immediately preceding month, or more frequently as Lender may request, (i) reports of sales, collections, deposits in each of Borrower's depository accounts and in the Blocked Account and amounts retained by Borrower, credits issued, and Inventory purchases, and (ii) an aging of accounts receivablepayable; and (c) upon Lender's reasonable request, (i) a schedule of Accounts created since the last Accounts, Credit Card Receivables, and other indebtedness owed to Borrower, (ii) a certificate from an authorized officer of Borrower representing that Borrower has made payment of sales and use taxes during such scheduleperiod as Lender may designate, with effect or, at Lender's request, other evidence of such payment, (iii) a certificate from any Inventory Eligibility Datean authorized officer of Borrower representing that all rents are current or are subject to a bona fide dispute, a report of the Inventory balance (by locationiv) based on the perpetual inventory reports and such further details as the Agent may request; reports, (bv) upon request, copies of invoicesdeposit slips and bank statements, credit notes, (vi) copies of shipping and delivery documents; , (cvii) monthly ageings copies 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 purchase orders and invoices for 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 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 customerBorrower; and (iiiviii) the amount reports of cash actually received from each such customer during the relevant month; Inventory test counts and book to physical count adjustments and Inventory shrinkage; and (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; (id) 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 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 Agent, in Furnish to Collateral Agent and make available to 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 upon request: (a) on a weekly basis on as soon as available, but in any event within 60 days after the end of each Wednesday based on figures as of the previous Fridayfiscal quarter, a Borrowing Base Certificate incorporatingreport, inter aliain form and substance reasonably satisfactory to Collateral Agent, setting forth a schedule statement of credit notesnet 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 Collateral Agent may reasonably request; (b) upon requestas soon as available, but in any event within 60 days after the end of each quarterly period of each fiscal year, (i) a report, in form and substance reasonably satisfactory to Collateral 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 support agreements relating thereto, (ii) a list of all Qualified Counterparties existing at such time, and (iii) to the extent not previously delivered to the Agents, copies of invoicesall Qualified Hedging Agreements and any amendments thereto, credit notesand any ISDA master agreements, shipping schedules and delivery documentscorresponding ISDA documentation, including any amendments thereto, in each case, in place with any Qualified Counterparties that is not a Lender hereunder; (c) monthly ageings (i) on or beforeMarch 1st of accounts receivable each year, a Reserve Report covering the Loan Parties’ Proved Reserves prepared by the Petroleum Engineers dated as of December 31 of the previous year; (ii) promptly upon written request by Collateral 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, Collateral Agent may request, at Borrower’s cost and expense, no more than one such Reserve Reports during any 12-month period, with any additional requests for updated Reserve Reports during any such period to be delivered no later than at Collateral Agent’s cost and expense, and after the 10th day occurrence and during the continuance of a Default or Event of Default, Collateral 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 Restricted Subsidiaries as reasonably requested by Collateral 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 Collateral Agent may reasonably request; (d) monthly perpetual inventory reports as soon as available, but in any event within 60 days after the end of each quarterly period of each year, a Reserve Report covering the Loan Parties’ Proved Developed Producing Reserves as well as the Proved Developed Producing Reserves expected to result from each Project for which drilling and completion operations have commenced but which is not yet recognized as Proved Developed Producing Reserves in the Reserve Report. Such Reserve Report shall be prepared as of the end of the calendar quarter, which report may be prepared by category to be delivered no later petroleum engineers who are employees of Borrower (rather than the 10th day of each month Petroleum Engineers), 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 and the lease operating expenses attributable to the Oil and Gas Properties of the Loan Parties for the prior quarter) 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 Collateral 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 $20,000,000 (or the top ten (10) customers aggregate purchase price of Ideal during that monthall such acquisitions exceeds $20,000,000), providing (i) details in each case since the 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, Collateral Agent, in the event that Collateral Agent at any time has 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 Collateral Agent, Collateral 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 Collateral Agent 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 Asset Sale, or any series of accounts payable no later than the 10th day related Asset Sales, anticipated to generate in excess of the following month$25,000,000 in aggregate 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 Asset Sale, which notice shall (i) describe such Asset Sale 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) no later than 10 Business Days after the effectiveness thereof, (i) notice to the Agents of the entering or execution of any Qualified Hedging Agreements or any ISDA master agreements, schedules and corresponding ISDA documentation, or any amendments thereto, in each case, with effect from any Inventory Eligibility DateQualified Counterparties that is not a Lender hereunder and (ii) with respect to the agreements, upon requestdocuments, copies and/or amendments described in clause (i) above, delivery to the Agents of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Companya fully executed copy thereof; (i) such other reports as soon as is practicable following the written request of Collateral Agent, (i) and in any event within 75 days after the end of each fiscal year, a report in form and substance satisfactory to the Collateral Agent and the Accounts 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) evidence reasonably satisfactory to Collateral Agent that all premiums then due and payable with respect to such coverage have been paid and confirming that CAA Collateral Agent has been named as loss payee or additional insured, as applicable; (j) concurrently with the delivery of each Borrower hereby authorises Reserve Report hereunder, an updated Xxxxx in Progress Report and an updated Capital Plan covering at least the Agent Qualifying Projects expected to make enquiries commence drilling operations in the next calendar quarter, containing a certificate of its customers a Responsible Officer substantially in this respect) as the Agent shall request from time to timeform of Exhibit L; and (jk) certificates of an officer of Ideal certifying as upon request by Collateral Agent, such other reports and information with respect to the foregoing;Oil and Gas Properties of the Loan Parties, the other Collateral or the financial condition of the Loan Parties as may be so requested, with all such other reports and information promptly being made available to each other Lender upon request. Each delivery of a Reserve Report by Borrower to Collateral Agent pursuant to this Agreement shall constitute a representation and warranty by Borrower to Administrative Agent, Collateral Agent, and the Lenders (a) with respect to the 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 Mortgaged Properties constituting at least 95% of the PV 10 Value of all Proved Reserves covered therein are subject to an Acceptable Security Interest.

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 within two (2) Business Days after the end thereof), on a weekly basis on each Wednesday based on figures or more frequently as of the previous Friday, a Borrowing Base Certificate incorporating, inter aliaAgent may request, 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 cash received 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 monthweek as to the Accounts and as of the last day of the immediately preceding month as to Inventory; (dii) on a monthly basis or more frequently as Agent may request, (A) agings of accounts payable (including the status of payments to owners and lessors of the leased premises of Borrowers and Guarantors and warehouses and processors used by Borrowers and Guarantors and payments to owners and licensors of Intellectual Property to any Borrower or Guarantor), (B) agings of accounts receivable (together with a reconciliation to the previous month’s aging and to its general ledger), (C) perpetual inventory reports by category and location and (D) copies of all documentation evidencing the acquisition by Gen-X or Canadian Borrower of Accounts from Gen-X Swiss in accordance with Section 9.12 hereof, indicating all amounts paid or payable to be delivered no later than or on behalf of Gen-X Swiss in connection therewith and the 10th day outstanding obligations of each month in respect of the immediately preceding monthGen-X Swiss to its trade creditors by amount and creditor; (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 upon Agent’s request in good faith, (A) copies of cash actually received from each such customer during the relevant month; statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (fB) with effect from any Inventory Eligibility Datecopies of shipping and delivery documents, 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; (gC) 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;Borrowers, and (D) a statement of the outstanding loans and payments made, and Accounts owing to, Affiliates as of the last day of the immediately preceding month; and (iiv) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the as Agent to make enquiries of its customers in this respect) as the Agent or any Lender shall reasonably request from time to time; and. (jb) certificates All of an officer the documents, reports and schedules provided by Borrowers and Guarantors to Agent hereunder for Receivables payable in any currency other than US Dollars and Inventory located outside the United States of Ideal certifying as 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 US 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 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 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. (c) 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, each 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 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 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: : Weekly (a) on 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 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 requestnotice of all returns, copies of invoicesdisputes, credit notesor claims, shipping and delivery documents; (c) monthly ageings restricted and unrestricted cash of accounts receivable Parent and its Subsidiaries on both a consolidated domestic and worldwide basis, and (d) a detailed calculation of the Borrowing Base (including detail regarding those Accounts that are not Eligible Accounts). Monthly (not later than the tenth day of each month), but following the occurrence of an Event of Default, weekly (e) Inventory reports specifying each 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, in addition, commencing with the first periodic reporting required hereunder after June 30, 2003, the foregoing shall be delivered no in form that distinguishes the Eligible Inventory from all other Inventory. Monthly (not 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 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 Agent; and, in addition, commencing with the first periodic reporting required hereunder after September 27, 2003, the foregoing shall be in form that distinguishes the Eligible Service Accounts from all other Service Accounts, (g) a summary aging, by vendor, of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such Borrowers' accounts payable and each such supplier; any book overdraft, and (h) with effect from any Inventory Eligibility Datea calculation of Dilution for the prior month. Quarterly (i) a detailed list of each Borrower's customers, upon requestand (j) a report regarding each Borrower's accrued, but unpaid, ad valorem taxes. Upon request by Agent (k) copies of purchase ordersinvoices in connection with the Accounts, invoicescredit memos, remittance advices, deposit slips, shipping and delivery documents in connection with the Accounts and, for Inventory and Equipment acquired by that Trading Company; Borrowers, purchase orders and invoices, and (il) such other reports as to the Collateral and Collateral, or the Accounts (and financial condition of Borrowers as Agent may request. In addition, each Borrower hereby authorises the agrees to cooperate fully with Agent to make enquiries facilitate and implement a system of its customers electronic collateral reporting in this respect) as order to provide electronic reporting of each of the Agent shall request from time to time; and (j) certificates of an officer of Ideal certifying as to the foregoing;items set forth above."

Collateral Reporting. it will (a) Borrowers or Borrowers' Agent 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) daily, reports, in form and substance satisfactory to Agent, on Cash Equivalents, to the extent such Cash Equivalents are to be included in the calculation of Excess Availability and Excess and Suppressed Availability. (ii) on Tuesday of each week for the immediately preceding week ending on the close of business on Saturday of that week or more frequently as Agent may request, (A) perpetual inventory reports in substantially the form set forth as Exhibit 7.1, with such modifications as Agent shall request from time to time, (B) reports of sales of Inventory, returns, and aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes), and (C) markdown reports by categories of Inventory, setting forth the original Cost, original retail sales price prior to any markdowns and the Retail Sales Price and (D) a weekly basis on each Wednesday based on figures report with respect to loans by Borrowers and Obligors to FSC permitted under Section 9.10(k) hereof, which report shall detail the outstanding amount of such loans as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule close 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 business for each calendar day of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request;preceding week. (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 at 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) or more frequently, as Agent may request, (A) inventory aging reports by category (including identifying Inventory at locations owned and operated by third parties or on consignment), (B) a report of Ideal during that month, providing (i) details of all store openings and closings which occurred in the level of sales made to each such customer; month just ended and (ii) details projected store openings and closings for the current month, (C) agings of accounts payable (and including information indicating the amounts owing to owners and lessors of leased premises, warehouses, consolidators and other third parties from time to time in possession of any credit notes issued to each Collateral), and (D) a certificate from the chief financial officer of Borrowers' Agent (1) representing that Borrowers have made payment of sales and use taxes during such customer or any month or, at Lender's request, other account adjustments made in respect evidence of such customer; payment and (iii2) reporting each dispute in an amount equal to or in excess of $100,000 with any lessor or other third party operator of locations where Collateral is located (the report should indicate the amount of cash actually received from each such customer during the relevant monthdispute and whether reserves (and the amount thereof) are set aside therefor); (fiv) with effect from any Inventory Eligibility Date, upon Agent's reasonable request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date(A) copies of deposit slips and bank statements, a quarterly report of all Inventory based on a physical stock count; (gB) 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;Borrowers, and (C) the monthly statements received by any 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 (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 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, Borrowers 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, 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 the previous Friday, or more frequently if determined by Agent a Borrowing Base Certificate incorporatingcertificate, inter aliain form and substance satisfactory to Agent in all respects; (ii) on a regular basis as required by Agent, schedules of sales made, credits issued and cash received; (iii) 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 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 monthly basis or more frequently as the 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) 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 owing to owners and lessors of leased premises, warehouses, processors and other third parties from time to time in possession of any Collateral); (biv) upon Agent's request, and in each form and substance satisfactory to Agent in all respects, (e) copies of customer statements, purchase orders, sales invoices, credit notesmemos, remittance advices and reports, and copies of deposit slips and bank statements, (f) 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 Companyany Borrower or Guarantor; (iv) upon the termination or expiration of any distribution agreement or the execution of any new distribution agreement by a Borrower, a written certificate from the chief executive officer, president or chief financial officer of Borrowers that certifies the list of distribution agreements that have expired, terminated or been entered into by a Borrower since the date of the last certificate provided by Borrowers, and if requested by Agent, such other information as Agent may require; (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 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 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 15th day of each month during the term of this Agreement, (1) a detailed calculation of the Borrowing Base, (2) 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 (3) an Inventory report specifying Borrower's cost and the wholesale market value of its Inventory by category, with effect additional detail showing additions to and deletions from the Inventory, (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 report summary aging, by vendor, of the Inventory balance Borrower's accounts payable segregating current accounts payable from those that are past due by 30 days or more, and any book overdraft, (by locationd) based on the perpetual inventory reports and such further details as the Agent may request; each Business Day, notice of all returns, disputes, or claims, (be) 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, (cf) 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; (eg) 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; (iih) 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 Borrower's electronic data 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) as the Agent shall Foothill 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, Lender with the following documents and information at the following times in form agreed upon by the Borrower and the Lender prior to the Closing Date or in such other form as is reasonably 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 aliabasis, a schedule of credit notes, a summary of collections of accounts receivable, and 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 requestrequest by the Lender, a schedule of remittance advices no later than five Business Days following the end of the week; (c) upon request by the Lender, copies of invoices, credit notesmemos, shipping and delivery documents; ; (cd) monthly ageings agings of accounts receivable to be delivered no later than the 10th 15th day of each month in respect of respecting 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 agings of accounts payable no later than the 10th 15th day of the following month, together with a specific breakdown ; (in reasonable detailf) 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; (ig) such other reports as to the Collateral (including without limitation reports as to Equipment and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respectInventory) as the Agent Lender shall reasonably request from time to time; and and (jh) certificates of an officer of Ideal the Borrower certifying as to the foregoing;. If (x) an Event of Default has occurred, or (y) Loans outstanding exceed 60% of Availability (assuming no Loans are outstanding), or (z) Availability is less than four million dollars ($4,000,000), then, upon request from the Lender, the Borrower shall provide the information specified in clause (a) of this Section 7.8 on a daily basis and the Lender shall have the right to retain the services of a collateral monitoring company (at the Borrower's expense) to aid in providing and assessing any and all reports relating to Accounts and collections as may be designated by the Lender from time to time. 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 Lender.