Common use of Collateral Reporting Clause in Contracts

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Collateral Reporting. it will (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 basis, on or before the Wednesday of such week for the immediately preceding calendar week or more frequently as Lender may request, reports reflecting paid and unpaid excise and duty taxes for goods shipped by 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 receivableBorrower, a schedule of Accounts created since the last such scheduleof each 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 requesteach Borrower; (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, 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 separate agings of billed and unbilled accounts receivable, detailed information on unbilled Accounts, agings of accounts payable, lease payables and other payables of each Borrower; (iii) 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 deposit slips and bank statements of each such customer; Borrower, (ii) details copies of any credit notes issued to shipping and delivery documents of each such customer or any other account adjustments made in respect 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, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company;each Borrower; and (iiv) 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. (jb) certificates If any of any 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, 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 Default exists or has occurred and is continuing. (c) In any report provided to Lender pursuant to Section 1.89 hereof with respect to any Borrower’s accounts payable, Borrowers agree that any notation in such report, or oral confirmation to Lender, to the foregoing;effect that checks have been issued for the payment of such accounts, that payment has been made in due course or words of similar import shall be deemed a representation and warranty that such checks have been issued and deposited in the United States mail or other nationally recognized courier service.

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 Each Loan Party (or in the case of clause (h) below, each Loan Party which is a Borrower and ▇▇▇▇▇ ▇▇▇▇▇ Canada) 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 Lo an 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 Borrowers, 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) on a monthly perpetual inventory reports basis (or more frequently if requested by category to be delivered no later than the 10th Agent), within fifteen Business Days of the last day of each month month, Inventory reports by category, with additional detail showing additions to and deletions from the Inventory, together with a reconciliation to such Loan Party’s general ledger and, in respect the case of the immediately preceding monthBorrowers, 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 on any day of any week the Net Invested Cash Amount is less than $50,000,000 or 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 (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 ▇▇▇▇ 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 Each Loan Party (or in the case of clause (h) below, each Loan Party which is a Borrower and ▇▇▇▇▇ ▇▇▇▇▇ Canada) 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 monthly basis, or more frequently if requested by 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; (b) on a monthly basis, or more frequently if requested by the Agent, an aging of such Loan Party's and its Subsidiaries' respective Accounts, together with effect from any Inventory Eligibility Datea reconciliation to the previous month's aging of such Loan Party's and its Subsidiaries' respective Accounts and to such Loan Party's and its Subsidiaries' respective general ledgers, and, in the case of the Borrowers, to the corresponding Borrowing Base and, in each case, accompanied by such supporting detail and documentation as shall be requested by the Agent in its reasonable discretion; (c) upon request of the Agent, a report of open vouchers payable by vendor; (d) on a monthly basis (or more frequently if requested by the Agent), within fifteen Business Days of the last day of each month, Inventory balance reports by category, with additional detail showing additions to and deletions from the Inventory, together with a reconciliation to such Loan Party's general ledger and, in the case of the Borrowers, to the Combined Availability; (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 such Loan Party's and its Subsidiaries' respective 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 each month documents in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each connection with such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; Loan Party's 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 its Subsidiaries' respective 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; such Loan Party or any of its Subsidiaries, 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 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; and (h) 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), a Borrowing Base Certificate; provided that prior to the Final Bankruptcy Court Order Date, the Borrowers and ▇▇▇▇▇ ▇▇▇▇▇ Canada shall not be required to deliver a Borrowing Base Certificate so long as Combined Availability (without giving effect to the Maximum Revolver Amount) is greater than $150,000,000 and in the event such Borrowing Base Certificate is not delivered for any week, the Borrowers and ▇▇▇▇▇ ▇▇▇▇▇ Canada are deemed to have represented that such condition has been satisfied; (i) on a monthly basis, by the 15th day of the following month, a detailed calculation of Eligible Major Credit Card Receivables, Eligible Consumer Credit Card Receivables and Eligible Inventory of such Loan Party; provided that if on any day of any week either (x) Combined Availability is less than $100,000,000 or (y) the Aggregate Outstandings are greater than $100,000,000, then such calculation shall be delivered for such week at the time the Borrowing Base Certificate for such week is required to be delivered (or would be required to be delivered absent the proviso in clause (h)); 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 (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 ▇▇▇▇ 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 provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Provide Foothill with the following documents at the following times in form satisfactory to the AgentFoothill: (a) on a weekly basis on each Wednesday based on figures as of the previous FridayBusiness Day, a Borrowing Base Certificate incorporatingsales journal, inter aliacollection journal, a schedule of and credit notes, a summary of collections of accounts receivable, a schedule of Accounts created register since the last such schedule, with effect from any Inventory Eligibility Date, schedule and a report calculation of the Inventory balance (by location) based on the perpetual inventory reports and Borrowing Base as of such further details as the Agent may requestdate; (b) upon requeston each Business Day, copies notice of invoicesall returns, credit notesdisputes, shipping and delivery documentsor claims; (c) on a weekly basis, a detailed schedule identifying the respective balances in each of the Foreign Currency Accounts; (d) 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 monthBorrowing 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) copies of bank account statements evidencing the running daily balance over the previous month for each of the Foreign Currency Accounts; (de) 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 monththis Agreement, a summary aging, by vendor, of Borrower's accounts payable and any book overdraft; (ef) 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 customer; and (iii) Dilution for the amount of cash actually received from each such customer during the relevant prior 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) on a monthly ageings basis and, in any event, by no later than the 10th day of accounts payable each month during the term of this Agreement: (i) a report of all new copyrightable materials generated by Borrower during the prior month identifying all such copyrightable materials that are required to be registered pursuant to SECTION 6.19, and (ii) a detailed listing of all copyright applications filed and all copyrights granted since the date of the last report provided in compliance with this subsection. (h) on a quarterly basis, and in any event, by no later than the 10th day of the month immediately following monththe last day of each fiscal quarter, together with a specific breakdown (in reasonable detail) detailed list 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 supplierBorrower's customers; (hi) on a quarterly basis and, in any event, by no later than the 10th day of the month immediately following the last day of each fiscal quarter during the term of this Agreement: (i) a report of all new patentable inventions generated by Borrower during the prior month identifying all such patentable inventions with effect from any Inventory Eligibility Date, respect to which applications are required to be filed pursuant to SECTION 6.20; and (ii) a detailed listing of all patent applications filed and all patents granted since the date of the last report provided in compliance with this subsection. (j) upon request, : (i) 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 CompanyBorrower, purchase orders and invoices; (iii) 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; (iii) 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; and (jiv) certificates of an officer of Ideal certifying such information as Foothill shall request to implement and continue its electronic collateral reporting system. Original sales invoices evidencing daily sales shall be mailed by Borrower to each Account Debtor and, at Foothill's direction, the foregoing;invoices shall indicate on their face that all payments are to be made directly to a Lockbox Account.

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 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, copies but in any event within 60 days after the end of invoiceseach quarterly period of each fiscal year, 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 notes, shipping and delivery documentssupport agreements relating thereto; (ci) monthly ageings 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) 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;[Reserved]. (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 ▇▇▇▇▇ 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 each of Lender and U.S. Lender with the Agentfollowing documents in a form satisfactory to Lender: (i) on a regular basis as required by Lender, a schedule of sales made, credits issued and cash received; (ii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), on a monthly basis or more frequently as Lender may request, (A) perpetual inventory reports, (B) inventory reports by location and category (including identifying Inventory at locations owned and operated by third parties or on consignment), (C) listings of Borrowers' accounts payable until ten (10) Business Days after December 31, 2002, and thereafter, agings of accounts payable (and including information indicating the status of payments to owners and lessors of the leased premises of Borrowers), and (D) agings of accounts receivable (together with a reconciliation to the previous month's aging and general ledger); (iii) as soon as possible after the end of calendar quarter (but in any event within ten (10) Business Days after the end thereof) in each case in respect of each Trading Company, form and substance satisfactory to Lender and on a consolidated and consolidating basisquarterly basis or more frequently as Lender may request, with the following documents at the following times in form satisfactory to the Agent: (aA) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since for the last such schedulecalendar quarter of 2002 and each calendar quarter of 2003, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based reports on the perpetual slow-moving and obsolete inventory reports and such further details other information as the Agent Lender may requestrequire to support any Reserves established therefor and (B) thereafter for each calendar quarter inventory aging reports or comparable reports containing such information as Lender may require; (biv) upon Lender's request, (A) copies of invoicescustomer statements and credit memos, credit notesremittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iiiC) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading CompanyBorrowers; (iv) monthly, in form and substance satisfactory to Lender, a calculation of the Borrowing Base in Dollars, certified by the chief financial officer of Borrowers and such Borrowing Base calculation shall include (A) quarterly confirmations of the daily credit balances in the Blocked Accounts and (B) the calculation of Net Amount of Eligible Accounts, after giving effect to the assertion of any claims, offsets, defenses or counterclaims by any account debtor, or any disputes with account debtors, or any settlement, adjustment or compromise thereof); provided, that such certified calculation of the Borrowing Base shall be delivered weekly upon the occurrence of a Compliance Triggering Event and during any Availability Compliance Period (related to a Compliance Triggering Event); (vi) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), on a monthly basis, a certificate from the chief financial officer of Borrowers certifying that Borrowers and their Subsidiaries (if any) are in compliance with the rental and other payment provisions and the other material terms and provisions of all leases for retail store locations within Canada to which Borrowers (or either of them) or their respective Subsidiaries (if any) are party, including compliance with all rent and other payment obligations under such leases; (vii) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent Lender shall request from time to time; and (jb) certificates If any of Borrowers' records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, Borrowers hereby irrevocably authorize such service, contractor, shipper or agent to deliver such records, reports, and related documents to Lender and to follow Lender's instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

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

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

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

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

Collateral Reporting. it will 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 Company agrees to the Agentfurnish to CIT: (a1) On each date on which the Company requests or is to receive a weekly basis on Revolving Loan or the issuance of a Letter of Credit (but more frequently upon CIT’s reasonable request), a borrowing base certificate in form and substance satisfactory to CIT, certified by the treasurer or chief financial officer of the Company (or any other authorized officer satisfactory to CIT), together with such confirmatory schedules of Trade Accounts Receivable and Inventory (in form and substance satisfactory to CIT in its reasonable credit judgment) as CIT may request, including, without limitation, sales journals, invoice registers, cash receipts journals or collection reports, deposit and receipts detail, copies of invoices and shipping evidence, credit and debit memos and/or adjustment registers, and updated inventory reports. (2) On or before the 20th day of each Wednesday based on figures month, a detailed and summary aging report of Trade Accounts Receivable existing as of the previous Fridaylast day of the preceding month and a roll-forward of Trade Accounts Receivable from the first day of the preceding month through the last day of the preceding month, all in such form as CIT reasonably shall require, certified by the treasurer or the chief financial officer of the Company (or any other authorized officer satisfactory to CIT), together with (x) a Borrowing Base Certificate incorporatingreconciliation, inter aliaas of the last day of the preceding month, a schedule of credit notesthe Company’s Trade Accounts Receivable aging report to the Company’s general ledger, and (y) information sufficient to allow CIT to (A) reconcile, as of the date of such report, the Company’s Trade Accounts Receivable aging report to the applicable borrowing base certificate delivered by the Company to CIT, and (B) update the amount of ineligible Trade Accounts Receivable. (3) On or before the 20th day of each month, (but more frequently upon CIT’s reasonable request), a summary of collections Inventory (containing such detail from the Company’s perpetual inventory as CIT may require) as of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report Business Day of the Inventory balance (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 information sufficient to allow CIT to update the amount of ineligible Inventory. (in reasonable detail4) On or before the 20th day of each month, an aged trial balance of all the Company’s accounts payable as of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details last day of the Inventory held by Ideal in respect of such accounts payable and each such supplier;preceding month. (h5) On or before the last day of each month, a copy of the bank statement for the Company’s primary operating account for the preceding month. (6) Together 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 collateral information described in clause (i) above, disclosure of (x) all matters materially affecting the value, enforceability or collectibility of the Trade Accounts Receivable of the Company, (y) all material customer disputes, offsets, defenses, counterclaims, returns, rejections and all reclaimed or repossessed merchandise or goods, and (z) all material matters adversely effecting the value of the Inventory, all in such detail and format as CIT reasonably may require. (7) Prior written notice of any change in the location of any Collateral and any material change in type, quantity, quality or mix of the Inventory. (8) From time to time, access to the Company’s computers, electronic media, software programs (including any electronic records, contracts and signatures) and such other reports as documentation and information relating to the Trade Accounts Receivable, Inventory and other Collateral as CIT reasonably may require. (ii) The Company may deliver to CIT any borrowing base certificate, collateral report or other material that the Company is required to deliver to CIT under clauses (1), (2), (3) and (4) of Section 7.2(g)(i) by e-mail or other electronic transmission (an “Electronic Transmission”), subject to the following terms: (1) Each Electronic Transmission must be sent by the treasurer or chief financial officer of the Company (or any other authorized officer satisfactory to CIT), and must be addressed to the loan officer and the Accounts (and each Borrower hereby authorises collateral analyst of CIT that handle the Agent to make enquiries of its customers in this respect) Company’s account, as the Agent shall request designated by CIT from time to time; and. If any Electronic Transmission is returned to the sender as undeliverable, the material included in such Electronic Transmission must be delivered to the intended recipient in the manner required by Section 12.6 hereof. (j2) certificates of Each certificate, collateral report or other material contained in an Electronic Transmission must be in a “pdf” or other imaging format and, to the extent that such material must be certified by an officer of Ideal certifying as the Company under this Section 7.2(g)), must contain the signature of the officer submitting the Electronic Transmission. As provided in Section 12.6, any signature on a certificate, collateral report or other material contained in an Electronic Transmission shall constitute a valid signature for purposes hereof. CIT may rely upon, and assume the authenticity of, any such signature, and any material containing such signature shall constitute an “authenticated” record for purposes of the Uniform Commercial Code and shall satisfy the requirements of any applicable statute of frauds. (3) Each Electronic Transmission must contain the name and title of the officer of the Company transmitting the Electronic Transmission, and shall include following text in the body of the Electronic Transmission: “Pursuant to the foregoing;Financing Agreement dated January ___, 2007 between The CIT Group/Commercial Services, Inc. (“CIT”) and Pizza Inn, Inc. (the “Company”), the undersigned [title of submitting officer] of the Company hereby delivers to CIT the Company’s [describe submitted reports]. The Company represents and warrants to CIT that the materials included in this Electronic Transmission are true, correct, and complete in all material respects. The name of the officer of the Company set forth in this e-mail constitutes the signature of such officer, and this e-mail shall constitute an authenticated record of the Company.” (4) The Company agrees to maintain the original versions of all certificates, collateral reports and other materials delivered to CIT by means of an Electronic Transmission and agrees to furnish to CIT such original versions within five (5) Business Days of CIT’s request for such materials, signed and certified (to the extent required hereunder by the officer submitting the Electronic Transmission. (iii) The Company hereby authorizes CIT to regard the Company’s printed name or rubber stamp signature on assignment schedules or invoices as the equivalent of a manual signature by one of the Company’s authorized officers or agents. The Company’s failure to promptly deliver to CIT any schedule, report, statement or other information set forth in this Section 7.2(g) shall not affect, diminish, modify or otherwise limit CIT’s security interests in the 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 Fridayno less frequently than weekly, a Borrowing Base Certificate incorporating, inter alia, a (A) schedule of credit notessales made, credits issued and cash received, (B) a summary of collections of accounts receivableborrowing base certificate in the form attached hereto as Exhibit B duly, authorized executed and delivered by Borrowers, and (C) Inventory reports, including a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a detailed report of the In-Transit Inventory balance (broken down by locationrail, truck, ship) based on the perpetual and a physical on-hand inventory report with respect to Borrower's inventory at each location together with authentication reports and such further details (prepared by an independent third party acceptable to Lender, except as the Agent may requestotherwise agreed to by Lender); (bii) as soon as possible after the end of each month (but in any event within ten (10) days after the end thereof), on a monthly basis or more frequently as Lender may request, (A) perpetual inventory reports, (B) inventory reports by location and category, (C) agings of accounts payable (and including information indicating the status of payments to owners and lessors of the leased premises of Borrowers), (D) agings of accounts receivable (together with a reconciliation to the previous month's aging and general ledger) and (E) the month-end physical on-hand inventory report with respect to Borrower's inventory at each location together with authentication reports (prepared by an independent third party acceptable to Lender, except as otherwise agreed to by Lender); (iii) upon Lender's request, (A) copies of invoicescustomer statements and credit memos, credit notesremittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iiiC) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading CompanyBorrower; (iiv) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent Lender shall request from time to time; and (jb) certificates If any of Borrower's records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Lender and to follow Lender's instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will Each Credit Party shall, and shall cause each of its Subsidiaries to: (i) provide Agent with not less than 30 days’ prior written notice of any change in such Person’s legal name, organizational identification number, if any, federal employer identification number, chief place of business or chief executive office, corporate or organizational form or jurisdiction of organization, or of any new location for any of its Property, or any other changes to the information set forth on Schedule 5.4; (ii) notify Agent in writing (A) prior to any change in the proposed use by such Credit Party or Subsidiary of any trade name or fictitious business name, (B) within three Business Days of any changes to the information set forth on Schedule 5.11 and (C) upon obtaining knowledge of any adverse determination or development (including any proceeding by a Governmental Authority) regarding such Person’s ownership or registration of any Intellectual Property; (iii) notify Agent in writing within three Business Days after obtaining knowledge of any existing Commercial Tort Claim, and enter into a supplement to the Security Agreement granting Agent a Lien thereon; (iv) upon receipt, deliver and pledge to Agent any and all Instruments, negotiable Documents, Chattel Paper, certificated Securities and Capital Stock (accompanied by stock powers executed in blank) duly endorsed and/or accompanied by executed instruments of transfer in form and substance satisfactory to Agent; (v) advise Agent within three Business Days of obtaining knowledge thereof, in reasonable detail, (A) of any Lien (other than a Permitted Lien) or claim made or asserted against any of its Property, and (B) of any other event which reasonably could be expected to have a Material Adverse Effect on the value of the Collateral or on the Liens created under any Loan Document; (vi) notify Agent within three Business Days after becoming a beneficiary of any letter of credit (excluding those letters of credit produced by a customer of a Credit Party in lieu of a cash security deposit); (vii) notify Agent within three Business Days of obtaining knowledge thereof, of any Collateral which constitutes a claim against a Governmental Authority or agent thereof, the assignment of which claim is restricted by Applicable Law and, upon the request of Agent, in each case in respect such Person shall take all necessary actions to comply with any assignment of each Trading Companyclaims or other comparable laws; and (viii) provide to Agent upon request a schedule prepared by the Credit Parties’ insurance broker setting forth the nature and extent of all insurance maintained by the Credit Parties, certified as true and on correct by a consolidated and consolidating basis, with the following documents at the following times in form satisfactory to the Agent:Responsible Officer of Borrowers. (a) Agent shall have received a fully executed counterpart of this Agreement and the Term C Loan Fee Letter and, if a Term C Advance is requested on a weekly basis on each Wednesday based on figures as of the previous FridayTerm C Loan Closing Date by Borrowers, a completed Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since for the last such 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 requestInitial Term C Advance; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall request from time to time; and (j) certificates of an officer of Ideal certifying as to the foregoing;

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

Collateral Reporting. it will 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 ledger to the foregoing;loan balance under this Agreement.

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

Collateral Reporting. it will The Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents documents, consolidated for both Borrowers, at the following times in form satisfactory to the Agent:. (a) on On a weekly basis on by the second Business Day of each Wednesday based on figures as week, or more frequently at the option of the previous Friday, Borrowers: (i) a weekly Borrowing Base Certificate incorporatingfor the immediately preceding week, inter alia, together with a schedule of credit notesthe Borrowers' Accounts created, credits given, cash collected and other adjustments to Accounts since the date of the last weekly Borrowing Base Certificate, which Borrowing Base Certificate shall reflect the Inventory set forth in the most recent monthly Inventory Borrowing Base Certificate or weekly Borrowing Base Certificate, as the case may be; and (ii) a summary weekly aging of collections of accounts receivable, a schedule the Borrowers' Accounts corresponding to the ending balance of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based reflected on the perpetual inventory reports and such further details as the Agent may request;weekly Borrowing Base Certificate delivered pursuant to clause (i) above. (b) upon requestSubject to clause (c) below, copies on a monthly basis by the 19th day of invoiceseach month, credit notesor more frequently if requested by the Agent: (i) a monthly Borrowing Base Certificate for the immediately preceding month, shipping together with a schedule of the Borrowers' Accounts created, credits given, cash collected and delivery documentsother adjustments to Accounts since the date of the last monthly Borrowing Base Certificate; (ii) a monthly aging of the Borrowers' Accounts, together with a reconciliation to the Borrowers' general ledger; (iii) a monthly aging of the Borrowers' accounts payable; (iv) a detailed calculation of Eligible Accounts and Eligible Inventory as of the end of the immediately preceding month; and (v) a monthly Inventory report by category and location; (c) monthly ageings During any week in which either (i) Availability as of accounts receivable to be delivered no later any date during such week is less than the 10th day greater of each month in respect 20% of the Borrowing Base and $50,000,000 or (ii) Availability is less than 25% of the Borrowing Base for a period of three or more consecutive Business Days during such week, by the second Business Day of the immediately following week, a weekly Inventory report for the immediately preceding month;week by category and location corresponding in form and substance agreed upon by LS&Co. and the Agent to the Borrowers' perpetual records. (d) monthly perpetual inventory reports by category to be delivered no later than Upon the 10th day of each month in respect request of the immediately preceding month;Agent: (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 ordersinvoices in connection with the Borrowers' Accounts, invoicescustomer statements, credit memos, remittance advices and delivery reports, deposit slips, shipping documents in connection with the Borrowers' Accounts and for Inventory and Equipment acquired by that Trading Companythe Borrowers, purchase orders and invoices; (iii) a statement of the balance of each of the Intercompany Accounts; and (iii) such other reports as to the Collateral and of the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) Borrowers as the Agent shall reasonably request from time to time; and (j) certificates . If any of the Borrowers' records or reports of the Collateral are prepared by an officer of Ideal certifying as accounting service or other agent, the Borrowers hereby authorize such service or agent to deliver such records, reports, and related documents to the foregoing;Agent, for distribution to the Lenders.

Collateral Reporting. it will provide the 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 Confidential Materials omitted and filed separately with the Securities and Exchange Commission. Asterisks denote omissions. Borrowing Base Certificate, is less than $[**], then until such time as Availability, as determined based on a subsequent Month End Borrowing Base Certificate exceeds $[**], 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 The Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in form satisfactory to the Agent: : (a) on a weekly monthly basis (within twenty-five (25) days after the end of each month), at any time prior to the first date, if any, on each Wednesday based on figures which either (i) the Loan to Availability Ratio is equal to or greater than 40% for five (5) consecutive Business Days or (ii) Availability as of the previous Fridayclose of Agent’s business is less than $50,000,000 (either of such dates, a Borrowing Base Certificate incorporating“Trigger Date”), inter aliaand on a weekly basis (within three (3) Business Days after the end of each week), thereafter, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of the Borrower’s Accounts created since the last such schedule, with effect which schedule shall also identify any collections, credits and other adjustments in respect of the Borrower’s Accounts since the last such schedule, and a Borrowing Base Certificate; provided, however, that if after any Trigger Date the Loan to Availability Ratio is less than 40% for 120 consecutive days (such 120th day, a “Shut-Off Date”) then, from any Inventory Eligibility and after such Shut-Off Date, the Agent and the Lenders agree that the Borrower shall only be required to deliver each such schedule of Borrower’s Accounts and each such Borrowing Base Certificate on a report monthly basis until the next Trigger Date, if any, and on a weekly basis thereafter until the next Shut-Off Date, if any (the parties agree that the immediately preceding proviso shall govern the required frequency of the Inventory balance 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; (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; and (iv) within seven (7) Business Days after the end of each month, a calculation of the average daily cash balance of Net Domestic Cash for such month and as of the last day of such month; (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. (i) Section 6.9(a) of the Loan Agreement is hereby amended and restated in its entirety as follows:

Collateral Reporting. it will (a) Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in a form satisfactory to the Agent: (ai) on a weekly basis basis, or more frequently as reasonably practicable upon request of Agent at any time on each Wednesday based on figures as or after an Event of the previous FridayDefault, or act, condition or event which with notice or passage of time or both would constitute an Event of Default, 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 setting forth Borrowers' calculation of the Inventory balance (by location) based on Loans and Letter of Credit Accommodations available to Borrowers pursuant to the perpetual inventory reports terms and such further details conditions contained herein 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 day of each month in respect Saturday of the immediately preceding monthweek, duly completed and executed by the chief financial officer or other appropriate financial officer acceptable to Agent, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed (and including, without limitation, (A) a summary of the perpetual inventory reports, (B) reports of amounts of consigned Inventory held by Borrowers by category and consignor and (C) reports of the Cost and Retail Value of the Inventory (net of markdowns)); (dii) on a monthly perpetual basis or more frequently as Agent may reasonably request, (A) inventory reports by category to be delivered no later than reflect the 10th day mix of Inventory by chain of Borrowers' stores, (B) agings of accounts payable, (C) reports of sales for each month in respect category of the immediately preceding monthInventory and gross profit margin for each category of Inventory by chain and (D) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals; (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 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 (B) copies of all Inventory based on a physical stock count; shipping and delivery documents, (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 Inventory, (D) reports by retail store location of sales and Equipment acquired operating profits for each such retail store location, and (E) perpetual inventory reports, (F) agings of accounts receivable, and (G) the monthly statements received by that Trading Companyany Borrower or Guarantor 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; (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 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 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 absent manifest error. Agent shall, upon Borrowers' request, provide to Borrowers the basis for the calculation by Agent of the Loans and Letter of Credit Accommodations available to 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 records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrowers hereby irrevocably authorize such service, contractor, shipper or agent to deliver such records, reports and related documents to Agent and to follow Agent's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. it The Borrower shall, and shall cause each of its Subsidiaries to, promptly furnish to each Lender, all such financial information as the Agent shall reasonably request. Without limiting the foregoing, the Borrower will, and will provide cause its Subsidiaries to, furnish to the Agent, in sufficient copies for distribution by the Agent to each case Lender, in respect of each Trading Companysuch detail as the Agent or the Lenders shall request, and on a consolidated and consolidating basis, with the following documents at the following times in form satisfactory to the Agent: following: (a) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter aliaat times specified in Section 5.2(k), a schedule of credit notesthe Accounts created, a summary of collections of accounts receivablecredits given, a schedule of cash collected and other adjustments to Accounts created since the last such scheduleschedule and a Borrowing Base Certificate; (b) on a monthly basis, by the 20th day of the following fiscal month, or more frequently if requested by the Agent, an aging of the Accounts, together with effect from any Inventory Eligibility Datea reconciliation to the corresponding Borrowing Base and general ledger; (c) on a monthly basis by the 20th day of the following fiscal month, or more frequently if requested by the Agent, a report listing of accounts payable; (d) on a monthly basis by the 20th day of the following fiscal month (or more frequently if requested by the Agent), a detailed calculation of Eligible Accounts, Eligible Inventory balance and Eligible In-Transit Inventory; (e) on a monthly basis by location) based on the perpetual inventory 20th day of the following fiscal month (or more frequently if requested by the Agent), Inventory reports by category and such further details location (including a schedule of upcoming Events in reasonably sufficient detail as the Agent may request; ), together with a reconciliation to the corresponding Borrowing Base and general ledger; (bf) upon request, copies of invoicesinvoices in connection with 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 each month documents in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; connection with 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 or its Subsidiaries, 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 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 executed by an officer of Ideal thereof certifying as to the accuracy and completeness of the foregoing;. If any records or reports of the Collateral are prepared by an accounting service or other agent, Holdings and Borrower hereby authorize, and the Borrower shall cause its Subsidiaries to authorize, 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, 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 Thursday as of the previous Fridayend of the preceding week, a Borrowing Base Certificate incorporating, inter aliaor more frequently if requested by Agent, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of each Borrower's Accounts created since the last such schedule; (b) on a monthly basis, no later than fifteen (15) days after the end of each month, an aging of each Borrower's Accounts, together with a reconciliation to the previous month's aging of each Borrower's Accounts and to each Borrower's general ledger; (c) on a monthly basis, no later than fifteen (15) days after the end of each month, an aging of each Borrower's accounts payable; (d) on a monthly basis, no later than fifteen (15) days after the end of each month (or more frequently if requested by Agent), Inventory reports, with effect additional detail showing additions to and deletions from any retail Inventory Eligibility Dateand the aging of retail Inventory; (e) on a quarterly basis, a report no later than fifteen (15) days after the end of the each quarter (or more frequently if requested by Agent), manufacturing Inventory balance reports by category with additional detail showing additions to and deletions from manufacturing 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 each Borrower's Accounts, customer statements, credit notesmemos, remittance advices and reports, deposit slips, shipping and delivery documents; documents in connection with each Borrower's Accounts and for Inventory and Equipment acquired by each Borrower, purchase orders and invoices; (cg) monthly ageings upon request, a statement of accounts receivable to be delivered no later than the 10th day balance of each month in respect of the immediately preceding month; Intercompany Accounts; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (eh) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details 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 fifteen (15) days after the 10th day end of the following each month, together with a specific breakdown report for the three (in reasonable detail3) consecutive months and for each such month individually then ended stating the dollars lost and the Loss Percentage of all manufactured homes that each Borrower has purchased from retail dealers at the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect request of such accounts payable retail dealer's floor plan financiers and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents stating the outstanding request for Inventory and Equipment acquired by that Trading Company; repurchases; (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) as the Agent shall reasonably request from time to time; and (j) certificates on each Thursday as of an officer the end of Ideal certifying as the preceding week, or more frequently if requested by Agent, a Borrowing Base Certificate for each Borrower (provided, items relating to the foregoing;manufacturing inventory,

Collateral Reporting. it will provide The Borrower shall and Borrowing Base Certificate. The Borrower shall deliver to the Agent (and the Agent shall promptly deliver a copy of the same to the Lenders) a completed Borrowing Base Certificate, in form approved by the Agent (x) until June 30, 2017, by the third Business Day of each week, prepared as of the close of business of the previous week, and (y) after the occurrence and during the continuance of a Default or Event of Default, at such other times as Agent may request. The Borrower shall also deliver to the Agent (and the Agent shall promptly deliver a copy of the same to the Lenders), within 15 days after the end of each calendar month during the term of this Agreement and at any other time specified by 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: reports: (a) on a weekly basis on each Wednesday based on figures as Collateral and Loan Status Report and Monthly Report of Delinquent Accounts in forms provided by Agent, containing 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; information requested therein; (b) upon requesta delinquency report listing all Contracts under which any scheduled payment thereunder is 30, copies of invoices60, credit notes, shipping and delivery documents; 90 days or more past due; (c) monthly ageings of accounts receivable to be delivered no later than a month-end report listing by Contract, the 10th day of each month in respect of contract account number, Contract Debtor’s name, Contract Debtor’s current address, and current Contract balance for all Contracts then owned by Borrower; (d) a month-end report listing by Contract, the Contract account number, Contract Debtor’s name, Contract Debtor’s current address, and current Contract balance for all Contracts purchased by Borrower during the immediately preceding calendar month; ; (de) monthly perpetual inventory reports a detailed work sheet listing, with regard to each Contract entered into or purchased by category to be delivered no later than the 10th day of each month in respect of Borrower during the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing month (i) details of the level of sales made to each such customer; Contract Debtor’s name, (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and contract number, (iii) the amount make and model of the Vehicle financed under the Contract (iv) the cash actually received from each such customer during advanced or due to be advanced to a dealer for the relevant month; Contract, and (v) the “wholesale clean value” (as defined in Dealer Reserve Percentage) for the Vehicle; (f) with effect from any Inventory Eligibility Date, upon request, a monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based cash collections on a physical stock count; daily basis; (g) monthly ageings a report of accounts payable no later than the 10th day of the following month, together with a specific breakdown (charge-offs and repossessions in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal total and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; account; (h) with effect from any Inventory Eligibility Datebooks and records consisting of data tape information prepared as of the close of business of the previous month, upon request, copies of purchase orders, invoices, in form reasonably satisfactory to Agent; and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) a calculation of the Collateral Adjustment Percentage and, from the Amendment No.5 Effective Date through June 30, 2017, the Accelerated Collateral Adjustment Percentage; and (j) such other reports as to Agent may request; provided, that in the event the Advance Rate is reduced as a result of the increase in the Collateral Adjustment Percent, the Borrower shall deliver all of the foregoing reports on the first and the Accounts (and fifteenth day of 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;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) on a weekly basis on each Wednesday based on figures or more frequently as of the previous FridayLender may request, 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 locationi) based on the perpetual inventory reports by Department and location, (ii) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, (iii) reports of aggregate Inventory purchases (including all costs related thereto, such further details as freight, duty and taxes, if and to the Agent may requestextent Borrower includes such costs in the cost of such Inventory), and (iv) reports of outstanding documentary and stand-by letters of credit by category of Eligible Inventory by Department; (b) upon on a monthly basis or more frequently as Lender may request, copies agings of invoicesaccounts payable (including without limitation, credit notesa status of payments to owners and lessors of all leased premises of Borrower, shipping warehouses and delivery documentsOff-Site Storage Locations) together with a certification of the chief financial officer of Borrower that Borrower is current with respect to all such payments to owners and lessors of leased premises of Borrower, warehouses and Off-Site Storage Locations; (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 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, (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, (iv) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, and (v) reports by retail store location of sales and operating profits for each such retail store location; (id) as soon as available, but in any event not later than five (5) days after receipt by Borrower, the monthly statements received by Borrower from any Credit Card Issuers or Credit Card Processors, together with such additional information with respect thereto as shall be sufficient to enable Lender to monitor the transactions pursuant to the Credit Card Agreements; and (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 Lender shall 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 Lender and to follow Lender's instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will (a) Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in a form satisfactory to the Agent: Lender: (a) on a weekly monthly basis on within twenty (20) days after each Wednesday based on figures month end or more frequently as Lender may request: (i) agings of the previous Fridayaccounts payable; and (ii) copies of bank statements and trial balances; (b) within twenty (20) days after each month end or more frequently as Lender may request, a duly completed and executed Borrowing Base Certificate incorporatingtogether with any information which Lender reasonably requests in connection therewith which Borrowing Base Certificate shall, inter aliain no event, a schedule be deemed to limit, impair or otherwise affect the rights of credit notesLender 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 Lender, 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 (those made by location) based Lender shall be binding and conclusive 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; Borrower absent manifest error; (c) monthly ageings of accounts receivable to be delivered no later than on a weekly basis, on the 10th day Monday 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) week, and if such Monday does not fall on a monthly basis, a report listing Business Day then on the top ten (10) customers of Ideal during that month, providing next Business Day: (i) details of the level of sales made to each such customer; cash receipts, (ii) details a schedule, in the form attached herewith as Schedule 7.1(c)(ii) of any credit notes issued the aggregate amount of cash collections made by Borrower in the preceding week together with evidence, in form and substance satisfactory to each such customer or any other account adjustments made in respect Lender, of the deposit of such customer; collections into the Blocked Accounts, and (iii) a schedule, in 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 detailform attached herewith as Schedule 7.1(c)(iii) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal Trailing Cash Collections; 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 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. 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 Lender and to follow Lender's instructions with respect to further services. (jb) certificates Borrower shall, at its expense: (i) once in any twelve (12) month period, but at any time or times as Lender may request on or after an Event of an officer of Ideal certifying Default that is continuing, deliver or cause to be delivered to Lender written appraisals as to all of the foregoing;Collateral; and (ii) twice in any twelve (12) month period, but at any time or times as Lender may request on or after an Event of Default that is continuing, deliver or cause to be delivered to Lender written desktop appraisals as to all of the Collateral, in accordance with the form, scope and methodology utilized in the Hilco Appraisal by the Appraiser, addressed to Lender or upon which Lender is expressly permitted to rely.

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) on a monthly basis (no later than the tenth (10th) Business Day after the end of each Wednesday based on figures as month) or, if the sum of the previous FridayExcess Availability (calculated without regard to the Revolving Loan Limit) plus the amount of the Eligible Cash Collateral in excess of $35,000,000 is less than $15,000,000, then on a weekly basis, a certificate of the Borrowing Base Certificate incorporatingBase; (iii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), inter aliaon a monthly basis or more frequently as Agent may request, a schedule (A) perpetual inventory reports, (B) inventory reports by location and category (and including an analysis of credit notesthe current market value thereof and the amounts of Inventory and the Value thereof at any leased premises, a summary of collections storage facilities, warehouses, processors or other third parties), (C) agings of accounts receivablereceivable (together with a reconciliation to the previous month's aging and general ledger), a schedule (D) agings of Accounts created since accounts payable (and including information indicating the last such scheduleamounts owing to owners and lessors of leased premises, with effect storage facilities, warehouses, processors and other third parties from time to time in possession of any Inventory Eligibility DateCollateral), (E) a report of the Inventory balance outstanding Pennsylvania gross receipts tax unpaid by Borrowers and (by locationF) based on the perpetual inventory reports and such further details as the Agent may requesta report of any regulatory matters adversely affecting Borrowers; (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, in each case, other than those relating to consumer debtors, (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; andtime that are in the possession of any Borrower or Guarantor. (jb) certificates If any Borrower's or Guarantor's records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, such Borrower and Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent's instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will (a) Prior to the payment in full of the Revolving Obligations, Borrowers shall deliver to Agent copies of any documents or any other deliverables required to be delivered to the Revolving Agent pursuant to Section 7.1 of the Revolving Credit Agreement substantially simultaneously upon delivering such documents or other deliverables to the Revolving Agent. On and after the payment in full of the Revolving Obligations, 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 in a form reasonably satisfactory to the Required Lenders: (i) Agent (acting at the following times direction of the Required Lenders) may request such documents more frequently at any time a Default or Event of Default shall have occurred and be continuing, (A) summary inventory reports by location and category (and including the amounts of consigned Inventory accepted on consignment by Borrowers and amounts of inventory consigned to third parties by Borrowers, and the value of Inventory held by processors), (B) summary agings of accounts receivable together with schedules of sales made, credits issued and cash received, (C) summary agings of accounts payable (and including information indicating the amounts owing to owners and lessors of leased premises, warehouses, processors and other third parties from time to time in possession of any Collateral), and (D) a cash report 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) indicating the amount of cash actually received from each (and the deposit accounts in which such customer during cash is held) of Borrowers as of the relevant month;end of preceding week or day, as applicable, 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; (iii) 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 Required Lenders shall reasonably request from time to timetime with respect to such information not otherwise specified above (and if such request is for a report to be on a periodic basis after the initial request therefor, such frequency to be agreed to by Administrative Borrower and Agent); and (jiii) certificates at any time a Default or Event of an officer Default shall have occurred and be continuing, on a monthly basis (but in any event within five (5) Business Days after the end of Ideal certifying as a month), (A) a report setting forth a rolling thirteen (13) week cash flow forecast reflecting such information for the month immediately following the last month reflected in such immediately prior report and (B) a report, duly completed and executed by a Responsible Officer, which specifies all material changes to or deviations from any of the projected information for the immediately preceding month set forth in any budget previously delivered to Agent, compared to the foregoing;actual results for such periods (including any deviations, plan to date, from projected information to actual results as of the day of delivery of such report). (b) All of the documents, reports and schedules provided by or on behalf of any Borrower to Agent hereunder for Accounts payable in any currency other than US Dollars shall set forth the US Dollar Equivalent for the amount of the Eligible Account 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 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.

Collateral Reporting. it will provide The Borrowers shall provide, or cause to be provided, to the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, with Agent the following documents at the following times in form satisfactory to the Agent: : (a) on a weekly basis on or before the fifteenth (15th) day of each Wednesday based on figures as of month, for the previous Fridaypreceding month end, a Borrowing Base Certificate incorporating, inter aliaor more frequently if requested by the Agent or needed by the Borrowers to redetermine Availability, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of each Borrower's Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, schedule and a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; Borrowing Base Certificate; (b) upon 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 an aging 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 monthBorrower's Accounts, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable reconciliation to the largest ten supplier creditors previous month's accounts receivable balance of Ideal such Borrower's Accounts and details to its general ledger; (c) on a monthly basis, an aging of the each Borrower's accounts payable; (d) on a monthly basis for each Borrower, Inventory reports by category, with additional detail showing additions to and deletions from such Borrower's Inventory and any Inventory held by Ideal in respect of such accounts payable and each such supplier; Borrower on consignment or approval; (he) with effect from any Inventory Eligibility Date, upon the Agent's request, copies of purchase ordersinvoices in connection with each Borrower's Accounts, invoicescustomer statements, credit memos, remittance advices, and reports, deposit slips, and shipping and delivery documents in connection with each Borrower's Accounts and for Inventory and Equipment acquired by that Trading Company; each 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 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 Borrowers executed by an officer of Ideal the Parent on behalf of all of the Borrowers 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. Each of the items required by CLAUSES (B) through (D) preceding shall be delivered to the Agent not later than thirty (30) days following the last day of each calendar month.

Collateral Reporting. it will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Provide Foothill with the following documents at the following times in form satisfactory to the Agent: Foothill: (a) on a weekly basis on each Wednesday based on figures as of the previous Fridaybasis, a Borrowing Base Certificate incorporatingsales journal, inter aliacollection journal, a schedule of and credit notes, a summary of collections of accounts receivable, a schedule of Accounts created register since the last such schedule, with effect from any Inventory Eligibility Date, schedule and a report calculation of the Inventory balance (by location) based on the perpetual inventory reports and Borrowing Base as of such further details as the Agent may request; date, (b) upon requeston a monthly basis and, copies of invoicesin any event, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered by no later than the 10th day of each fiscal month in respect during the term of this Agreement, (i) a detailed calculation of the immediately preceding month; Borrowing Base, and (dii) a detailed aging by due date, by total, of the Accounts (such aging to segregate the Tooling and/or Engineering Service Accounts from the other Accounts) of Borrower, 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 fiscal month in respect during the term of this Agreement, a summary aging, by vendor, of Borrower's accounts payable and any book overdraft, (d) on a weekly basis, Inventory reports specifying Borrower's cost and the immediately preceding month; wholesale market value of its Inventory by category, with additional detail showing additions to and deletions from the Inventory, (e) on a weekly basis a report identifying those Accounts which have been invoiced to the customer thereof but with respect to which the Inventory has not yet been shipped, (f) on each Business Day if requested by Foothill, notice of all returns, disputes or claims (other than claims described in the warranty claims report delivered to Foothill pursuant to clause (h) below), (g) upon request, copies of invoices in connection with the Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with the Accounts and for Inventory and Equipment acquired by Borrower, purchase orders and invoices, (h) on a quarterly basis, a detailed list of Borrower's customers and a warranty claims report in form and substance satisfactory to Foothill, (i) 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 fiscal 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; (ij) such other reports as to the Collateral and or the Accounts (and financial condition of each 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, 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. In addition to the foregoing;, Borrower shall promptly provide to Foothill any report that Borrower delivers to General Motors Corporation.

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 (by 3:00 p.m. Chicago time on the second Business Day of each Wednesday based on figures week) a Borrowing Base Certificate with attachments, in the form of Exhibit B attached hereto, setting forth Borrower's calculation of the Revolving Loans and Letter of Credit Accommodations available to Borrower pursuant to the terms and conditions contained herein as of the last Business Day of the immediately preceding week as to (A) the Accounts and (B) Inventory in total cases, duly completed and executed by the chief financial officer or other appropriate financial officer acceptable to Lender, together with all schedules required by Lender; provided, that, without limiting any other rights of Lender, upon Lender's request, Borrower shall provide Lender on a daily basis with a Borrowing Base Certificate with attachments, in the form of Exhibit B (including total net sales, updated accounts receivable aging totals, agings by invoice or customer and Inventory in case totals by location) in the event that at any time either: (1) an Event of Default or event which with notice or passage of time or both would constitute an Event of Default, shall exist or have occurred, or (2) Borrower shall have failed to deliver any Borrowing Base Certificate in accordance with the terms hereof, or (3) upon Lender'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 $1,000,000 or five (5%) of the Maximum Credit; (ii) on a monthly basis (within fifteen (15) Business Days after the last Business Day of the previous Fridaymonth), a Borrowing Base Certificate incorporatingwith attachments, inter aliain the form of Exhibit C attached hereto, a schedule setting forth Borrower's calculation of credit notes, a summary the Revolving Loans and Letter of collections Credit Accommodations available to Borrower pursuant to the terms and conditions contained herein as of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report Business Day of the immediately preceding month as to (A) the Accounts and (B) Inventory balance (in total dollars by location, duly completed and executed by the chief financial officer or other appropriate financial officer acceptable to Lender, together with all schedules required by Lender, and on a monthly basis (within ten (10) based on days after the perpetual inventory reports last Business Day of the previous month) accounts receivable agings by customer and such further details as the Agent may requestlocation; (biii) on a monthly basis or more frequently as Lender may reasonably request, (A) perpetual inventory reports, (B) inventory reports by category and (C) agings of accounts payable; (iv) upon Lender's request, (A) copies of customer invoices, 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 acquired by that Trading CompanyBorrower; (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 Lender shall request from time to time; and, including without limitation, an aging of accounts receivable detailed by invoice. (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 Borrower 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 Borrower. Without limiting the foregoing;, Borrower shall furnish to Lender any information which Lender may reasonably request regarding the determination and calculation of any of the amounts set forth in the Borrowing Base Certificate. If any of Borrower's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports and related documents to Lender and to follow Lender's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. it will provide The Parent shall provide, or cause to be provided, to the Agent the following documents on or before the twentieth (20th) day of each Fiscal Period (unless specifically indicated otherwise), or more frequently if requested by the Agent, in each case in respect of each Trading Companyfor the preceding Fiscal Period end, and on a consolidated and consolidating basis, 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 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 each Borrower's Accounts created since the last such schedule, with effect from any a schedule of each Borrower's Inventory Eligibility Dateby category (including the current market price for each such category), a report of schedule showing, for each RPA Seller Note, the Inventory unpaid principal balance (and accrued interest owing thereunder, and a Borrowing Base Certificate; provided that such schedules and Borrowing Base Certificate may be provided by location) based on the perpetual inventory reports and such further details as the Agent may request; Parent more frequently to redetermine Availability or Available Credit; (b) an aging of each Borrower's Accounts together with a reconciliation to the previous calendar month end's accounts receivable balance of such Borrower's Accounts and to its general ledger; (c) an aging of each Borrower's accounts payable; (d) Inventory reports for each Borrower by category and location, with additional detail showing aggregate additions to and aggregate deletions from such Borrower's Inventory and any Inventory held by such Borrower on consignment or approval together with a reconciliation to such Borrower's general ledger; (e) upon the Agent's request, copies of invoicesinvoices in connection with each Borrower's Accounts, customer statements, credit notesmemos, remittance advices and reports, deposit slips, and shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than 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; each Borrower, purchase orders, and invoices; (if) upon the Agent's request, a statement of the balance of each of the Intercompany Accounts; (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 shall reasonably request from time to time; and and (jh) certificates with the delivery of an officer each of Ideal the foregoing, a certificate of the Borrowers executed by a Responsible Officer of the Parent on behalf of all of the Borrowers 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 provide the Provide Agent (and if so requested by Agent, in with copies for each case in respect Revolving 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: Monthly (no later than the Agent: 15th day of each month) or, if at any time Excess Availability is less than the greater of (x) 15% of the Maximum Revolver Amount and (y) $20,250,000 or an Event of Default has occurred and is continuing, then Weekly (no later than the Wednesday of the following week) until such time as Excess Availability has at all times been greater than the greater of 15% of the Maximum Revolver Amount and $20,250,000 for forty-five (45) consecutive days (a) notice of all claims, offsets, or disputes asserted by Account Debtors with respect to Parent’s, Administrative Borrower’s and its Subsidiaries’ Accounts, (b) copies of credit memos together with corresponding supporting documentation, with respect to invoices and credit memos in excess of a material amount determined in the sole Permitted Discretion of Agent, from time to time, (c) an executed Borrowing Base Certificate, (d) a detailed aging, by total, of Administrative Borrower’s and its Subsidiaries’ Accounts, together with a reconciliation and supporting documentation for any reconciling items noted (delivered electronically in an acceptable format, if Administrative Borrower and its Subsidiaries have implemented electronic reporting), (e) a detailed calculation of those Accounts that are not eligible for the Borrowing Base, if Administrative Borrower and its Subsidiaries have not implemented electronic reporting, (f) a summary aging, by vendor, of Parent’s, Administrative Borrower’s and its Subsidiaries’ accounts payable and any book overdraft (delivered electronically in an acceptable format, if Administrative Borrower and its Subsidiaries have implemented electronic reporting) and an aging, by vendor, of any held checks, (g) a detailed report regarding Parent’s, Administrative Borrower’s and its Subsidiaries’ cash and Cash Equivalents, and (h) a monthly Account roll-forward, in a format acceptable to Agent in its discretion, tied to the beginning and ending account receivable balances of Administrative Borrower’s and its Subsidiaries’ general ledger. Monthly (no later than the 15th day of each month) (i) an Account roll-forward with supporting details supplied from sales journals, collection journals, credit registers and any other records; provided that if at any time Excess Availability is less than the greater of (x) 15% of the Maximum Revolver Amount and (y) $20,250,000 or an Event of Default has occurred and is continuing, the Administrative Borrower shall deliver an Account roll-forward with supporting details supplied from sales journals, collection journals, credit registers and any other records on a weekly basis on each Wednesday based on figures until such time as Excess Availability has at all times been greater than the greater of 15% of the previous FridayMaximum Revolver Amount and $20,250,000 for forty-five (45) consecutive days, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance Monthly (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 30th day of each month) (j) a reconciliation of Accounts and trade accounts payable of Administrative Borrower’s and its Subsidiaries’ general ledger accounts to its monthly financial statements including any book reserves related to each category, and (k) only to the extent that Rolling Stock Collateral constitutes part of the Borrowing Base, with respect to the Rolling Stock Collateral, a certificate setting forth, as of the end of the previous month and for the portion of the fiscal year then ended, certified by an appropriate officer of the Loan Parties as true and correct, (1) a summary report of the Rolling Stock Collateral, indicating changes in value and depreciation amounts, (2) a list of all Rolling Stock received in exchange for or in substitution of Rolling Stock Collateral during such period or otherwise acquired during such period to the extent constituting Rolling Stock Collateral, in each case setting forth the following information: the date of acquisition, the manufacturer, the year made, the model, the vehicle identification number (or other similar serial number), the state in which it is licensed, the license number, the owner, state in which it is titled and the certificate of title or ownership identification number, together with a copy of the invoice, purchase order, registration or other document setting forth the vehicle identification number of such vehicle, (3) a list of Rolling Stock Collateral sold or contracted for sale during such period, including the purchase price of such Rolling Stock Collateral and the Net Orderly Liquidation Value of such Rolling Stock Collateral (4) the amount spent on such purchases or acquisitions during such period, (5) a report reconciling the records of the Loan Parties against the most recent report of the Rolling Stock Collateral Administrator with respect to the Rolling Stock Collateral, (6) a report summarizing any Rolling Stock constituting Rolling Stock Collateral materially damaged since the most recently delivered appraisal which has not been used or usable in the ordinary course due to a damaged or inoperable condition and such condition has existed for any thirty (30) consecutive day period (including the manufacturer of such Rolling Stock, the year made, the model, the vehicle identification number the state in which it is licensed and the license number), (7) a report summarizing all taxes and title fee which will become due and payable in respect of the Rolling Stock Collateral in the immediately preceding month; succeeding six (d6) month period, and (8) such other further information related thereto as Agent may reasonably request); Quarterly (l) a report regarding Parent’s, Administrative Borrower’s and its Subsidiaries’ accrued, but unpaid, ad valorem taxes, and (m) only to the extent that Rolling Stock Collateral constitutes part of the Borrowing Base, no later than 5 Business Days after the end of each fiscal quarter, Mexico Rolling Stock Reserve Percentage supported with detailed calculations thereof; provided that if at any time Excess Availability is less than the greater of (x) 15% of the Maximum Revolver Amount and (y) $20,250,000 or an Event of Default has occurred and is continuing, then 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 15th of the following month, together with a specific breakdown (in reasonable detail) until such time as Excess Availability has at all times been greater than the greater of 15% of the monthly ageings Maximum Revolver Amount and $20,250,000 for forty-five (45) consecutive days. Annually (n) a detailed list of accounts payable to the largest ten supplier creditors of Ideal Parent’s, Administrative Borrower’s and details of the Inventory held by Ideal in respect of such accounts payable its Subsidiaries’ customers, with billing address 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;contact information.

Collateral Reporting. it will (a) Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in a form satisfactory to Agent as determined by Agent in good faith; PROVIDED, THAT, in the case of items (i), (ii) and (iii) below, if such documents are provided to the Working Capital Agent as well, such documents shall be provided to Agent in the same form as provided to the Working Capital Agent: (ai) as Agent may reasonably request, schedules of sales made, credits issued and cash received; (ii) on a weekly basis or more frequently as Agent may request in good faith, precious metals inventory reports (broken down by Precious Metals Inventory that is owned and Precious Metals Inventory that is on consignment) 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); (iii) as soon as possible after the end of each Wednesday based month (but in any event within ten (10) Business Days after the end thereof), on figures a monthly basis or more frequently as Agent may request, (A) perpetual inventory reports, (B) 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 the H&H Tube, Camdel, Micro-Tube, Strandflex division of Maryland Wire and all other inventory of Maryland Wire; (C) agings of accounts receivable (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), (E) a borrowing base certificate (in the form delivered to the Working Capital Agent) setting forth the calculation of the Borrowing Base as of the previous Fridaylast Business Day of the immediately preceding week as to the Accounts and Precious Metals Inventory and as of the last Business Day of the immediately preceding month as to Inventory (other than Precious Metals Inventory), 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 (as such term is defined in the Working Capital Loan Agreement) created, collections received and credit memos issued on a daily basis); (F) reports of the composition of alloys of each of the Borrowing Base Parties (as such term is defined in the Working Capital Loan Agreement); and (G) 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 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 requestParty; (biv) upon requestAgent's request 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 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 of Ideal certifying as accounting service, contractor, shipper or other agent, subject to the foregoing;terms of the Intercreditor Agreement, 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 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 C, 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 Receiv- able reconciliation report (beginning balance plus sales minus collec- tions 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 C, 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 pre- pared 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 Borrow- er'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 The Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in form satisfactory to the Agent: : (a) on a weekly basis on each Wednesday based on figures as of the previous Fridaydaily basis, a Borrowing Base Certificate incorporating(reflecting the calculation of the Accounts and Inventory components thereof as provided in the definition of Borrowing Base Certificate) and on a weekly basis, inter aliaor more frequently if requested by the Agent, a schedule of credit notesthe Borrower's sales, a summary of Accounts, collections of accounts receivableand credits, a schedule of Accounts created in each case created, received or granted since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; ; (b) upon 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 not later than the 10th fifteenth day of the following month, together with a specific breakdown (in reasonable detail) an aging of the monthly ageings of accounts payable Borrower's Accounts, together with, if requested by the Agent, a reconciliation to the largest ten supplier creditors of Ideal and details previous month's aging of the Inventory held by Ideal in respect Borrower's Accounts and to the Borrower's general ledger; (c) on a monthly basis, not later than the fifteenth day of the following month, a report indicating for each Account Debtor to whom the Borrower owes $10,000 or more as of the last day of the previous month the name of such accounts payable Account Debtor, the amount owed by the Borrower to such Account Debtor as of the last day of such previous month and each the amount owed by such supplier; Account Debtor to the Borrower as of the last day of such previous month; (hd) on a monthly basis (or more frequently if requested by the Agent), Inventory reports by category and location, with effect additional detail, if requested by the Agent, showing additions to and deletions from any Inventory Eligibility Date, the Inventory; (e) upon requestrequest during the continuance of a Default, copies of purchase ordersinvoices in connection with the Borrower's Accounts, invoicescustomer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with the Borrower's Accounts and for Inventory and Equipment acquired by that Trading Company; the Borrower, purchase orders and invoices; (if) upon request, a statement of the balance of each of the Intercompany Accounts; (g) upon request, an open voucher and cash requirements report; (h) such other reports as to the Collateral and of the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; and and (ji) certificates with the delivery of each of the foregoing, a certificate of the Borrower executed by an officer of Ideal thereof certifying as to the accuracy and completeness of the foregoing;. If any of the Borrower's records or reports of the Collateral are prepared by an accounting service or other agent, the Borrower hereby authorizes such service or agent to deliver such records, reports, and related documents to the Agent, for distribution to the Lenders.

Collateral Reporting. it 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 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 such Borrower's Accounts created since the last such schedule, with effect from any Inventory Eligibility Dateprepared as of a date no more than five (5) 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, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as sufficient information to enable the Agent may 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 a reconciliation to the previous month's aging of such Borrower's Accounts and to such Borrower's general ledger; (d) upon request; , an aging of such Borrower's accounts payable; (be) on a monthly basis by the twentieth (20th) day of each month for the immediately preceding calendar month (or more frequently if requested by the Agent), Inventory reports by category, with additional detail showing additions to and deletions from the Inventory; (f) 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 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 basis on each Wednesday based on figures as of monthly 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 such Borrower's and its Subsidiaries' respective Accounts created since the last such schedule; (b) on a monthly basis, an aging of such Borrower's and its Subsidiaries' respective Accounts, together with a reconciliation to the previous month's aging of such Borrower's and its Subsidiaries' respective Accounts and to such Borrower's and its Subsidiaries' respective general ledger; (c) upon request, on a monthly basis, an aging of such Borrower's and its Subsidiaries' respective accounts payable including amounts on deposit with vendors; (d) on a monthly basis (or more frequently if requested by the Agent), within fifteen Business Days of the last day of each month, Inventory reports by category, with effect additional detail showing additions to and deletions from the Inventory (provided that if during such month no Loans were made or Letters of Credit were issued against Inventory of any Inventory Eligibility Date, Borrower (based upon the methodology set forth in the parenthetical at the end of clause (a) of the defined term Combined Availability) such report need only be a summary 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 such Borrower's and its Subsidiaries' respective 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 each month documents in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each connection with 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 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 its Subsidiaries' respective 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; such Borrower or any of its Subsidiaries, 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 of such Borrower 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; and (jh) certificates on a weekly basis, within six (6) Business Days following each Sunday, a Borrowing Base Certificate (to include an update of gross Accounts on a roll forward basis and at least once a month a detailed calculation of ineligible Accounts and Inventory); and (i) with the delivery of each of the foregoing, a certificate of such Borrower executed by an officer of Ideal thereof certifying as to the accuracy and completeness of the foregoing;.

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 AgentLender: (a) on a weekly basis on each Wednesday based on figures basis, an accounts receivable summary aging of all outstanding Accounts as of the previous Fridayend of the immediately prior week and on a monthly basis, an aging of all accounts by account debtor and the amount thereof; (i) once a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notesweek for the immediately preceding week, a summary of collections of accounts receivableperpetual Inventory report at Cost for the Contractor's Warehouse Division and on a monthly basis a detailed perpetual Inventory report for such Division, (ii) once a month for the immediately preceding month, a schedule of Accounts created since summary stock ledger by location and category at Cost and Retail Sales Price for the last such scheduleMr. 2nd Bargain Outlet Division, with effect from any Inventory Eligibility Dateand (iii) once a week for the immediately preceding week, a summary estimated stock ledger report of by location for the Inventory balance (by location) based on Mr. 2nd Bargain Outlet Division, in substantially the perpetual inventory reports and such further details as the Agent may request; (b) upon request, copies of invoices, credit notes, shipping and delivery documentsform heretofore provided; (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 within twenty (20) Business Days after the top ten (10) customers end of Ideal during that each calendar month, providing (i) details of the level monthly consolidated statements by Division and for each retail location of sales made to each such customerand gross profits and profit or loss in the present reporting format; (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;and (fd) with effect from within a reasonable period of time, but in any Inventory Eligibility Dateevent within seven (7) Business Days after the request of Lender, 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 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' records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, Borrowers hereby irrevocably authorize such service, contractor, shipper or agent to deliver such records, reports, and related documents to Lender and to follow Lender's instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, 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 basis, a calculation of 60 the Borrowing Base as of such date, (b) on a monthly basis and, in any event, by no later than the previous Friday15th day of each month during the term of this Agreement, (1) a detailed calculation of the Borrowing Base, and (2) a detailed aging, by total, of the Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base Certificate incorporatingpreviously provided to Agent, inter alia(c) on a monthly basis and, a schedule in any event, by no later than the 15th day of credit noteseach month during the term of this Agreement, a summary aging, by vendor, of collections Borrower's accounts payable and any book overdraft, (d) on a weekly basis, Inventory reports specifying Borrower's Cost of accounts receivableits Inventory by category, a schedule of Accounts created since and specifying all Inventory held by Borrower on consignment or memorandum with additional detail identifying the last such schedule, with effect from any Inventory Eligibility Date, a report of consignor and the Inventory balance value (by locationconsignor) based of all such Inventory, (e) upon request of Agent, on the perpetual inventory reports and such further details as the Agent may request; each Business Day, notice of all returns, disputes, or claims, (bf) upon request, copies of invoicesinvoices in connection with the Accounts, customer statements, credit notesmemos, remittance advices and reports, deposit slips, shipping and delivery documents; documents in connection with the Accounts and for Inventory and Equipment acquired by Borrower, purchase orders and invoices, (cg) monthly ageings on a quarterly basis, a detailed list of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; Borrower's customers, (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (eh) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details calculation of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customerDilution for the prior month; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports as to the Collateral and or the Accounts (and each financial condition of Borrower hereby authorises the as Agent to make enquiries of its customers in this respect) as the Agent shall may request from time to time; . Monthly billing statements evidencing daily sales shall be mailed by Borrower to each Account Debtor and , at Agent's direction at any time that an Event of Default has occurred and is continuing, the statements shall indicate on their face that the Account has been assigned to Agent (jfor the benefit of the Lender Group) certificates of an officer of Ideal certifying as and that all payments are to the foregoing;be made directly to Agent.

Collateral Reporting. it will The Grantors shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, 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 at the times specified in Section 5.2(l) of the previous FridayCredit Agreement, a Borrowing Base Certificate incorporating, inter aliaor more frequently if requested by the Agent, a schedule of credit noteseach Grantor's Accounts created, a summary of collections of accounts receivablecredits given, a schedule of cash collected and other adjustments to Accounts created since the last such scheduleschedule and a Borrowing Base Certificate; (b) on a monthly basis, by the 15th Business Day of the following month, or more frequently if requested by the Agent, an aging of each Grantor's Accounts, together with effect from any Inventory Eligibility Datea reconciliation to the corresponding Borrowing Base and to such Grantor's general ledger; (c) on a monthly basis by the 15th Business Day of the following month, or more frequently if requested by the Agent, an aging of each Grantor's accounts payable; (d) on a monthly basis by the 15th Business Day of the following month (or more frequently if requested by the Agent), a report detailed calculation of Eligible Accounts and Eligible Inventory; (e) on a monthly basis by the 15th Business Day of the following month (or more frequently if requested by the Agent), Inventory balance reports by category and location, together with a reconciliation to the corresponding Borrowing Base and to such Grantor's general ledger; (by location) based on the perpetual inventory reports and such further details as the Agent may request; (bf) upon request, copies of invoicesinvoices in connection with each Grantor'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 each month documents in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each connection with such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; Grantor'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; each Grantor, 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) Grantor as the Agent shall reasonably request from time to time; and and (ji) certificates with the delivery of each of the foregoing, a certificate of the Grantors executed by an officer of Ideal the Parent on behalf of all of the Grantors certifying as to the accuracy and completeness of the foregoing;. If any of the Grantors' records or reports of the Collateral are prepared by an accounting service or other agent, each such Grantor 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 Foothill with the following documents at the following times in form reasonably satisfactory to the AgentFoothill: (a) on at least weekly, (i) a weekly basis on each Wednesday based on figures as of the previous Fridaysales journal, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created and collection register containing all entries since the last such schedulejournals and register delivered hereunder, (ii) a calculation of the Borrowing Base, (iii) a report summarizing all written disputes or claims with respect to Accounts received by Borrower and not previously reported to Foothill, (iv) a report with respect to unbilled Direct Accounts of Borrower, (v) a report detailing Contra Accounts with respect to Eligible Direct Accounts and Eligible Unbilled Direct Accounts, (vi) a report calculating the aggregate outstanding accrued and unpaid obligations of Borrower to U.S. West, as of the last day of the week most recently ended, with effect from respect to connection or access charges, and detailing any Inventory Eligibility Dateaccruals or payments with respect thereto that occurred during such week, (vii) a report calculating the aggregate outstanding accrued and unpaid obligations of Borrower to LECs, as of the last day of the week most recently ended, with respect to billing and collection charges payable under Billing Services Agreements, and detailing any accruals or payments with respect thereto that occurred during such week, and (viii) a report of all transactions involving any transfer, sale, or submission of Accounts by Borrower to ZPDI, or advances or payments by ZPDI to Borrower, in such detail as reasonably may be requested by Foothill to enable Foothill to verify that no such ZPDI Accounts are included within any calculation of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; Borrowing Base, (b) on a monthly basis and, in any event, by no later than the fifteenth (15th) day of each month during the term of this Agreement, (i) a report detailing all Collections received in any Canadian Lockbox Account during the preceding month, for purposes of enabling Foothill to calculate 'clearance' or 'float' charges with respect thereto, and (ii) a detailed aging, by total, of the Accounts, together with such information as Foothill shall reasonably request to permit Foothill to prepare a reconciliation of such aging of Accounts to Foothill's month-end calculation of the Borrowing Base as of the end of the month most recently ended, as calculated by Foothill's collateral tracking system, (c) on a monthly basis and, in any event, by no later than the twentieth (20th) day of each month during the term of this Agreement, a summary aging, by vendor, of Borrower's accounts payable and any book overdraft, (d) upon reasonable request, copies of invoicesinvoices in connection with the Accounts, customer statements, credit notesmemos, shipping remittance advices 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 basisreports, a report listing the top ten (10) customers of Ideal during that monthdeposit slips, 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 purchase orders 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; (ie) such other reports as to the Collateral and or the Accounts (and each financial condition of Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall Foothill reasonably may request from time to time; and (j) certificates . Borrower shall ▇▇▇▇ Account Debtors with respect to Direct Accounts within 45 days after the close of an officer of Ideal certifying as to the foregoing;any monthly billing period.

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

Collateral Reporting. it will (a) Provide or cause Servicer to provide the 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: : Daily Within three (a3) on a weekly basis on Business Days after an Authorized Person of Borrower or HCI acquires knowledge thereof, notice of all material claims, offsets, or disputes asserted by Account Debtors with respect to any of Borrower’s Notes Receivable; Date of each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance Advance and at least monthly (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 not later than the 10th day of each month in respect month) A Borrowing Base Certificate which includes a detailed calculation of the immediately preceding month; Borrowing Base as of the date of the requested Advance or the last day of the applicable month (d) monthly perpetual inventory reports by category with sufficient details to allow for the Agent to independently verify compliance); provided that a Borrowing Base Certificate need not be delivered in connection with an Advance if a Borrowing Base Certificate has previously been delivered to Agent and lenders in such calendar month and the Treasurer or the Chief Financial Officer of the Servicer certifies and represents that no changes have occurred since the date of such Borrowing Base Certificate that had adversely impacted availability as calculated in such Borrowing Base Certificate. Monthly (not later than the 10th day of each month in respect month), calculated or determined as of the immediately last day of the preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing month Reports specifying (i) details the current unpaid principal balance of the level of sales made to each such customer; Note Receivable, (ii) details of any credit notes issued current committed amount with respect to each such customer or any other account adjustments made in respect of such customer; and Note Receivable, (iii) current payment status of each Note Receivable, (iv) a reconciliation to the amount detailed calculation of cash actually received from each such customer during the relevant month; Borrowing Base most recently provided to Agent, (fv) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly summary report of all Inventory based on a physical stock count; categories of non-Eligible Notes Receivable for the month most recently ended, (gvi) 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, invoicesBorrower’s credit watch list, and delivery documents for Inventory (vii) other such information reasonably requested by the Agent in good faith to determine compliance with the various eligibility criteria and Equipment acquired concentration limits set forth herein. Promptly after reasonable request by that Trading Company; (i) Agent Subject to any confidentiality obligations, such other reports as to the Collateral Collateral, or the financial condition of Borrower, as Agent may reasonably request, so long as such reports are within the possession of Borrower or Servicer or may be obtained with neither undue burden or expense. In connection with the foregoing reports, (i) Borrower shall maintain and utilize accounting and reporting systems in accordance with GAAP, and (ii) to the Accounts (and each Borrower hereby authorises the extent required by Agent, an Authorized Person or other representative acceptable to Agent to make enquiries of its customers in this respect) as the will meet with Agent shall request from time to time; andtime as requested by Agent to review and discuss all Notes Receivable then owned by Borrower. (jb) certificates Within forty-five (45) days after the end of an officer of Ideal certifying each fiscal quarter, provide, or cause HCI to provide, to Agent documents representing the same information as provided for in Section 6.2(a) with respect to the foregoing;▇▇▇▇▇ Fargo Facility’s “collateral” to the extent such documents have been delivered by HCI or its Subsidiaries in accordance with and pursuant to the ▇▇▇▇▇ Fargo Agreement.

Collateral Reporting. it will (a) Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in a form satisfactory to the AgentLender: (ai) weekly (but in any event within three (3) Business Days after the end thereof) or in the event that Excess Availability shall be less than $10,000,000 (and until such time as Excess Availability is greater than such amount for each day of any consecutive sixty (60) day period, provided, that, weekly reporting shall not be reinstated following the second (2nd) termination thereof in any twelve (12) consecutive month period unless Excess Availability has been greater than $10,000,000 for each day of any one hundred eighty (180) consecutive day period thereafter) or an Event of Default shall have occurred and be continuing, then more frequently as required by Lender, schedules of sales made, credits issued and cash received; (ii) as soon as possible after the end of each week (but in any event within three (3) Business Days after the end thereof), on a weekly basis on or in the event that Excess Availability shall be less than $10,000,000 (and until such time as Excess Availability is greater than such amount for each Wednesday based on figures day of any consecutive sixty (60) day period, provided, that, weekly reporting shall not be reinstated following the second (2nd) termination thereof in any twelve (12) consecutive month period unless Excess Availability has been greater than $10,000,000 for each day of any one hundred eighty (180) consecutive day period thereafter) or an Event of Default shall have occurred and be continuing, then more frequently as Lender 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 Fridayweek’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 Borrowing Base Certificate incorporating, inter alia, a schedule setting forth the calculation of credit notes, a summary the Borrowing Base as of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report Business Day of the Inventory balance (immediately preceding week, duly completed and executed by location) based on the perpetual inventory reports and such further details as chief financial officer, vice president of finance, treasurer or controller of Borrowers, together with all schedules required pursuant to the Agent may requestterms of the Borrowing Base Certificate duly completed; (biii) promptly upon Lender’s request, (A) copies of customer statements, purchase orders, sales invoices, credit notesmemos, remittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iiiC) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company;any Borrower or Guarantor; 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 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 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, absent manifest error, 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. Subject to the foregoing;limitations set forth herein, the Borrowing Base may be adjusted based on the information received by Lender pursuant to this Agreement, and Lender shall notify Administrative Borrower of any such changes. 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 Lender and to follow Lender’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. it will (a) Each Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in a form reasonably satisfactory to the AgentLender: (ai) (A) so long as Excess Availability equals or exceeds $25,000,000 at all times during the immediately preceding calendar month, on a monthly basis on or before the fifteenth (15th) day of each month or more frequently at Borrowers' option, a Borrowing Base Certificate for each Borrower setting forth each Borrower's calculation of Revolving Loans and Letter of Credit Accommodations available to such Borrowers pursuant to the terms and conditions contained herein as of the last day of the preceding calendar month as to Accounts and Inventory, and (B) so long as Excess Availability is less than $25,000,000 at any time but more than $15,000,000 at all times during the immediately preceding calendar month, on a weekly basis on or before the Second Business Day of each Wednesday based on figures as of the previous Fridayweek or more frequently at Borrowers' option, a Borrowing Base Certificate incorporatingfor each Borrower setting forth such Borrower's calculation of the Revolving Loans and Letter of Credit Accommodations available to such Borrower pursuant to the terms and conditions contained herein as of the last business day of the immediately preceding week as to the Accounts and as of the last day of the preceding month as to Inventory, inter aliain each such case duly completed and executed by the chief financial officer or other appropriate financial officer acceptable to Lender, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed (including, without limitation, a schedule of all Accounts created, collections received and credit notesmemos issued for each day of the immediately preceding week); provided, that, without limiting any other rights of Lender, upon Lender's request, Borrowers shall provide Lender on a summary of collections of accounts receivable, daily basis with a schedule of Accounts created since Accounts, collections received and credits issued and on a daily basis with an inventory report in the last such scheduleevent that at any time either: (1) an Event of Default or event which with notice or passage of time or both would constitute an Event of Default, shall exist or have occurred, or (2) Borrowers shall have failed to deliver any Borrowing Base Certificate in accordance with effect from the terms hereof, or (3) upon Lender's good faith belief, any Inventory Eligibility Dateinformation contained in any Borrowing Base Certificate is incomplete, inaccurate or misleading, or (4) Excess Availability shall be less than $15,000,000 (it being understood that once the Borrowers are required by Lender to provide Borrowing Base Certificates on a report daily basis in accordance with this Section, the Borrowers shall continue to provide Borrowing Base Certificates to Lender on a daily basis unless and until (x) no Events of Default have occurred and are then continuing, (y) Excess Availability exceeds $15,000,000 for thirty (30) consecutive days, and (z) the Inventory balance (by location) based on Borrowers have otherwise complied with their obligation to deliver Borrowing Base Certificates to Lender in accordance with the perpetual inventory reports provisions hereof and such further details Borrowing Base Certificates are complete and accurate in all respects; thereafter, the Borrowers shall deliver Borrowing Base Certificates in accordance with Section 7.1(a)(i)(A)-(B) as the Agent may requestapplicable); (bii) on a monthly basis or more frequently as Lender may reasonably request, (A) perpetual inventory reports, (B) inventory reports by category and (C) agings of accounts payable; (iii) upon Lender's reasonable request, (A) copies of invoicescustomer statements and credit memos, credit notesremittances 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 of documents for Inventory and Equipment acquired by that Trading CompanyBorrower; (iiv) agings of accounts receivable on a monthly basis or more frequently as Lender may request; 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 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 Borrower 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 Borrower. Without limiting the foregoing;, Borrower shall furnish to Lender any information which Lender may reasonably request regarding the determination and calculation of any of the amounts set forth in the Borrowing Base Certificate. If any of Borrower's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports and related documents to Lender and to follow Lender's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing."

Collateral Reporting. it will 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 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 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 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 ▇▇▇▇▇▇▇▇, (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 (i) Each Company agrees to furnish or cause to be furnished to the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, with Agent the following documents at and information: (1) At least once each week (but more frequently upon the following times Agent's request), a borrowing base certificate in form and substance satisfactory to the Agent: (a) on a weekly basis on each Wednesday based on figures as , certified by the treasurer or chief financial officer of the previous FridayBorrowing Agent (or any other authorized officer satisfactory to the Agent), a Borrowing Base Certificate incorporatingtogether with such confirmatory schedules of Trade Accounts Receivable and Inventory of such Company (in form, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since detail and substance satisfactory to the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by locationAgent) based on the perpetual inventory reports and such further details as the Agent may request;. The Agent, in its sole discretion, may permit such Company 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. (b2) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than On or before the 10th 20th day of each month in respect (but more frequently upon the Agent's request), a detailed and summary aging report of Trade Accounts Receivable of such Company existing as of the immediately last day of the preceding month;, a roll-forward of Trade Accounts Receivable of such Company from the first day of the preceding month through the last day of the preceding month, and a summary of Inventory of such Company as of the last day of the preceding month, all in such form as the Agent shall require, certified by the treasurer or the chief financial officer of the Borrowing Agent (or any other authorized officer satisfactory to the Agent), together with (x) a reconciliation, as of the last day of the preceding month, of such Company's Trade Accounts Receivable aging report to such Company's general ledger and applicable borrowing base certificate delivered by such Company to the Agent, and (z) if required by the Agent, such other information sufficient to allow the Agent to update the amount of Eligible Accounts Receivable and Eligible Inventory of such Company. (d3) monthly perpetual inventory reports by category to be delivered no later than On or before the 10th 20th day of each month in respect (but more frequently upon the Agent's request), an aged trial balance of such Company's accounts payable as of the immediately last day of the preceding month;. (e4) on a monthly basisPrompt written disclosure of (x) all matters adversely affecting the value, a report listing the top ten (10) customers of Ideal during that month, providing (i) details enforceability or collectibility of the level Trade Accounts Receivable of sales made such Company, (y) all customer disputes, offsets, defenses, counterclaims, returns, rejections and all reclaimed or repossessed merchandise or goods, and (z) all matters adversely effecting the value or marketability of the Inventory, all in such detail and format as the Agent may require, provided that to each the extent that any such customer; matter would not be reasonably likely to have a Material Adverse Effect, such Company may disclose such matter to the Agent when such Company provides the Agent with the borrowing base certificate described in clause (1) above. (5) Prior written notice of any change in the location of any Collateral and any material change in type, quantity, quality or mix of the Inventory. (6) From time to time, access to such Company's computers, electronic media, software programs (including any electronic records, contracts and signatures) and such other documentation and information relating to the Trade Accounts Receivable, Inventory and other Collateral as the Agent may reasonably require. (ii) details Each Company may deliver to the Agent any borrowing base certificate, collateral report or other material that such Company is required to deliver to the Agent under clauses (1), (2) and (3) of any credit notes issued Section 7.2(g)(i) by e-mail or other electronic transmission (an "Electronic Transmission"), subject to each the following terms: (1) Each Electronic Transmission must be sent by the treasurer or chief financial officer of such customer Company (or any other account adjustments made in respect of such customer; authorized officer satisfactory to the Agent), and (iii) must be addressed to the amount of cash actually received from each such customer during loan officer and 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 collateral analyst of the following monthAgent that handle such Company's account, 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 as designated 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. If any Electronic Transmission is returned to the sender as undeliverable, the material included in such Electronic Transmission must be delivered to the intended recipient in the manner required by Section 12.6 hereof. (j2) certificates of Each certificate, collateral report or other material contained in an Electronic Transmission must be in a "pdf" or other imaging format and, to the extent that such material must be certified by an officer of Ideal certifying as such Company under this Section 7.2(g), must contain the signature of the officer submitting the Electronic Transmission. As provided in Section 12.6, any signature on a certificate, collateral report or other material contained in an Electronic Transmission shall constitute a valid signature for purposes hereof. The Agent may rely upon, and assume the authenticity of, any such signature, and any material containing such signature shall constitute an "authenticated" record for purposes of the Uniform Commercial Code and shall satisfy the requirements of any applicable statute of frauds. (3) Each Electronic Transmission must contain the name and title of the officer of such Company transmitting the Electronic Transmission, and shall include following text in the body of the Electronic Transmission: "Pursuant to the foregoing;Financing Agreement dated as of June 8, 2005, among the Company, MTM Technologies, Inc. and certain of its other subsidiaries, the Lenders that are parties thereto and The CIT Group/Business Credit, Inc., as Agent for the Lenders (the "Agent"), the undersigned _______________ [TITLE OF SUBMITTING OFFICER] of the Company hereby delivers to the Agent the Company's _____________ [DESCRIBE SUBMITTED REPORTS]. The Company represents and warrants to the Agent and the Lenders that the materials included in this Electronic Transmission are true, correct and complete in all material respects. The name of the officer of the Company set forth in this e-mail constitute this signature of such officer, and this e-mail shall constitute an authenticated record of the Company." (4) Each Company agrees to maintain the original versions of all certificates, collateral reports and other materials delivered to the Agent by means of Electronic Transmission and agrees to furnish to the Agent such original versions within five (5) Business Days of the Agent's request for such materials, signed and certified (to the extent required hereunder by the officer submitting the Electronic Transmission. (5) Each Company hereby authorizes the Agent to regard such Company's printed name or rubber stamp signature on assignment schedules or invoices as the equivalent of a manual signature by one of such Company's authorized officers or agents. Such Company's failure to promptly deliver to the Agent any schedule, report, statement or other information set forth in this Section 7.2(g) shall not affect, diminish, modify or otherwise limit the Agent's security interests in the Collateral.

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 Friday, a Borrowing Base Certificate incorporating, inter aliaclose of business of the immediately preceding Saturday, a schedule of credit notesEligible Inventory of Borrower, a summary setting forth the location thereof, aggregate cost of collections such Eligible Inventory (currently reported on the "STAR" system) (including vendor discounts): (b) on Wednesday of each week for the immediately preceding week ending on the close of business on Saturday of that week or more frequently as Lender may request, (i) reports of deposits in each of Borrower's depository accounts receivableand in the Blocked Account and amounts retained by Borrower, together with the separate amounts thereof arising from cash sales, Credit Card Receivables, (ii) except as otherwise agreed in writing by Lender, reports of the cost and other information as required by Lender of Inventory and other goods which are either acquired by Borrower with Letter of Credit Accommodations which are the subject of bills of lading and which have not been delivered to Borrower at the permitted locations of Eligible Inventory in the United States and (iii) an aging of merchandise accounts payable and other payables (other than lease payables); (c) 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) agings of lease payables, (ii) a schedule of Accounts created since Accounts, Credit Card Receivables, and other indebtedness owed to Borrower, (iii) the last aggregate amount of all sales of Inventory for all Borrower's retail stores, and (iv) a certificate from an authorized officer of Borrower representing that Borrower has made payment of sales and use taxes during such schedulemonth or, with effect from any Inventory Eligibility Dateat Lender's request, a report other evidence of the Inventory balance such payment, (by locationd) based on the upon Lender's reasonable request, (i) perpetual inventory reports and such further details as the Agent may request; reports, (bii) upon request, copies of invoicesdeposit slips and bank statements, credit notes, (iii) copies of shipping and delivery documents; , and (civ) 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; Borrower; (e) on a monthly basis, a report listing the top ten (10) customers semi-annual reports 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 customerInventory shrinkage; 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 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 each case in respect of each Trading Company, and on a consolidated and consolidating basis, Provide Foothill with the following documents document 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 tenth (10/th/) day of each month during the term of this Agreement, (i) a detailed calculation of the Borrowing Base, and (ii) a detailed aging, by total, of the Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Foothill, (c) on a monthly basis and, in any event, by no later than the tenth (10/th/) day of each month during the term of this Agreement, a summary aging, by vendor, of Borrower's accounts payable and any book overdraft, (d) on a weekly basis, Inventory reports specifying Borrower's cost and the wholesale market value of its Inventory by category, with effect additional detail showing additions to and deletions from any Inventory Eligibility Datethe Inventory, a report (e) on each Business Day, notice of the Inventory balance all returns, disputes, or claims, (by location) based on the perpetual inventory reports and such further details as the Agent may request; (bf) upon request, copies of invoicesinvoices in connection with the Accounts, customer statement, credit notesmemos, remittance advices and reports, deposit slips, shipping and delivery documents; documents in connection with the Accounts and for Inventory and Equipment acquired by Borrower, purchase orders and invoices, (cg) monthly ageings on a quarterly basis, a detailed list of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; Borrower's customers, (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (eh) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details calculation of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customerDilution for the prior month; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such 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 , upon the occurrence of an officer Event of Ideal certifying as Default or at Foothill's request if Foothill deems itself insecure, the invoices shall indicate on their face that the Account has been assigned to the foregoing;Foothill and that all payments are to be made directly to Foothill.

Collateral Reporting. it will Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in a form satisfactory to the Agent: Lender: (a) 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 request, a schedule of credit notessales, credits and collections and Inventory purchases (including all costs related thereto, such as freight, duty and taxes), accompanied by a summary certificate of collections of accounts receivableBorrower's chief financial officer setting forth, a schedule of Accounts created since in form satisfactory to Lender, the last such schedule, with effect from any Inventory Eligibility Date, a report items necessary for the calculation of the Inventory balance amount of Loans and Letter of Credit Accommodations available to Borrower as of the date of the weekly schedule delivered to Lender under this clause (a) which such certificate accompanies (it being agreed that, notwithstanding the delivery to or acceptance of such certificate by location) based on Lender, Lender shall be entitled at all times to determine the perpetual inventory reports amount of Loans and such further details Letter of Credit Accommodations available to Borrower, as the Agent may request; elsewhere provided herein); (b) upon on a monthly basis or more frequently as Lender may request, (i) perpetual Inventory reports at Cost for warehouses, distribution center(s) and retail stores by product category (including, separately, Reserve Inventory by product category), (ii) agings of accounts payable, and (iii) reports of markdowns taken with respect to Inventory in Borrower's retail stores; (c) upon Lender's request, (i) as soon as available, but in any event not later than five (5) Business Days after receipt by Borrower, the monthly statements received by Borrower from any Credit Card Issuers or Credit Card Processors, together with such additional information with respect thereto as shall be sufficient to enable Lender to monitor the transactions pursuant to the Credit Card Agreements, (ii) copies of invoicescustomer statements and credit memos, credit notesremittance advices and reports, and copies of deposit slips and bank statements, (iii) copies of shipping and delivery documents; , (civ) 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, (iv) reports by retail store location of sales and operating profits for each such retail store location and (vi) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals; and (d) 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 or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorize such service, contractor, shipper or agent to deliver such records, reports, and related documents to Lender and to follow Lender's instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

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

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

Collateral Reporting. it will (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 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: (a) on a weekly basis on each Wednesday based on figures or more frequently as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request, (i) inventory reports by categories and location (including (A) indicating the amounts of Inventory at distribution centers and stores and (B) scheduling all of Borrower's prepaid Inventory), (ii) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and (iii) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes); (b) upon on a monthly basis or more frequently as Agent may request, copies (i) perpetual Inventory reports by category and location, (ii) a schedule of invoicesall consigned Inventory, credit notes(iii) a slow moving Inventory report, shipping and delivery documents(iv) a schedule of accounts payable; (c) upon Agent's request, (i) copies of deposit slips and bank statements, (ii) copies of purchase orders, invoices and delivery documents for Inventory acquired by Borrower, (iii) reports on sales and use tax collections, deposits and payments, including monthly ageings sales and use tax accruals, and (iv) reports by retail store location of accounts receivable to be delivered no later than the 10th day of sales and operating profits for each month in respect of the immediately preceding monthsuch retail store location; (d) monthly perpetual inventory reports by category to be delivered no as soon as available, but in any event not later than five (5) Business Days after receipt by Borrower, the 10th day of each month in monthly statements received by Borrower from any Credit Card Issuers or Credit Card Processors, together with such additional information with respect of thereto as shall be sufficient to enable Agent to monitor the immediately preceding month;transactions pursuant to the Credit Card Agreements; and (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 . 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.