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

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

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

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

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

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

Collateral Reporting. it will (a) Borrowers 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) 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 week (but in any event by each Thursday after the end of each such period), on a weekly basis on or more frequently as Agent or Borrower may request, a schedule of all Accounts created, collections received and credit memos issued for each Wednesday based on figures as day of the previous Fridayimmediately preceding period (including a schedule of all Accounts created, collections received and credit memos issued for each day of the immediately preceding period); (ii) 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 Excess Availability is equal to or greater than $5,600,000 and no Event of Default exists or has occurred and is continuing or as soon as possible after the end of each week (but in any event within three (3) Business Days after the end thereof), at any time on and after Excess Availability is less than $5,600,000 or an Event of Default exists or has occurred and is continuing, (A) a Borrowing Base Certificate incorporatingsetting forth the calculation of the Borrowing Base as of the last Business Day of the immediately preceding period as to the Accounts and Inventory, inter aliaduly completed and executed by the chief financial officer, treasurer or controller of Borrower, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed, (B) perpetual inventory reports, (C) 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 (D) inventory reports categorized by customer (and including the amounts of all raw materials and finished goods and the value thereof for such customer and identifying any customer that has terminated or sent or been sent a schedule notice of credit notestermination of its arrangements with Borrower), (iii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), a summary of collections (A) agings of accounts receivablereceivable (together with a reconciliation to the previous month’s aging and general ledger) and (B) agings of accounts payable (and including information indicating the amounts owing to owners and lessors of leased premises, a schedule warehouses, processors and other third parties from time to time in possession 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 requestCollateral); (biv) upon Agent’s request, (A) copies of customer statements, purchase orders, sales invoices, credit notesmemos, remittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iiiC) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading 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 shall request from time to time; and. (jb) certificates Nothing contained in any Borrowing Base Certificate shall be deemed to limit, impair or otherwise affect the rights of an officer Agent contained herein and in the event of Ideal certifying any conflict or inconsistency between the calculation of the Borrowing Base as to set forth in any Borrowing Base Certificate and as determined by Agent in good faith, the determination of Agent shall govern and be conclusive and binding upon Borrower. Without limiting the foregoing;, Borrower 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. (c) If 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 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 (a) Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in a form satisfactory to the AgentLender: (ai) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter aliabasis, a schedule (broken down by each Borrower) of credit notessales made, credits issued and cash received, together with such supporting documentation and detail with respect thereto as Lender may request in good faith; (ii) on a summary monthly basis so long as aggregate Excess Availability of collections Borrowers is equal to or greater than $5,000,000 or more frequently as Lender may request if aggregate Excess Availability of Borrowers is less than $5,000,000, (A) perpetual inventory reports for each Borrower, (B) separate inventory reports for each Borrower and (solely with respect to UK Borrower and German Borrower) Equipment reports by location and category, (C) agings of accounts receivablepayable for each Borrower (and including information indicating the status of payments to owners and lessors of the leased premises of Borrowers), (D) agings of accounts receivable for each Borrower (together with a schedule reconciliation to the previous month's aging and general ledger), (E) a report with respect to all Inventory acquired by each Borrower on consignment or approval, which lists the location of Accounts created since such Inventory and such other information with respect thereto as Lender shall request, (F) a report listing the last such scheduleamounts and payee of all trade payables owing by German Borrower (together with the address of each payee), with effect from any Inventory Eligibility Date, (G) a report of the Inventory balance Priority Payables of each Borrower and (by locationH) based on the perpetual inventory reports and such further details as the Agent may requestwith respect to German Borrower, a list in reasonable detail of all Accounts; (biii) upon requestsuch other reports as to the Collateral as Lender shall request in good faith from time to time, including, without limitation (A) copies of invoicescustomer statements and credit memos, credit notesremittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iiiC) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall request from time to timea Borrower; and (jiv) certificates on a monthly basis so long as aggregate Excess Availability of an officer Borrowers is equal to or greater than $5,000,000 (or more frequently as Lender may request if aggregate Excess Availability of Ideal certifying Borrowers is less than $5,000,000), a Borrowing Base Certificate setting forth the calculation of the Borrowing Base of each Borrower as of the last Business Day of the immediately preceding week as to the Accounts and the Eligible Cash Collateral and as of the last day of the preceding month as to Inventory, duly completed and executed by the chief financial officer or other appropriate financial officer of Borrowers acceptable to Lender, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed (including a schedule of all Accounts created, collections received and credit memos issued for each day of the immediately preceding one (1) week period; (b) Nothing contained in any Borrowing Base Certificate shall be deemed to limit, impair or otherwise affect the rights of Lender contained herein and in the event of any conflict or inconsistency between the calculation of the Borrowing Base as set forth in any Borrowing Base Certificate and as determined by Lender in good faith, the determination of Lender shall govern and be conclusive and binding upon Borrowers and Guarantors. Without limiting the foregoing;, Borrowers shall furnish to Lender any information which Lender may reasonably request regarding the determination and calculation of any of the amounts set forth in any Borrowing Base Certificate. (c) All of the documents, reports and schedules provided by Borrowers to Lender hereunder for Receivables payable in any currency other than US Dollars and Inventory located outside the United States of America shall set forth the US Dollar Equivalent for the amount of the Receivables and Value of the Inventory included in any such documents, reports or schedules. For purposes hereof, Lender may, at its option, provide to Borrower Agent, at least five (5) Business Days prior to the date any such documents, reports or schedules are required to be provided by Borrowers to Lender hereunder, the Exchange Rates required to set forth the US Dollar Equivalent in such documents, reports and schedules and in the event Lender shall fail to do so, Borrowers shall use such rates of exchange with respect to the applicable currencies as Borrowers use for such purpose in the ordinary course of business consistent with current practices as of the date hereof and shall identify such rates of exchange in any such documents, reports and schedules. (d) If any of Borrower's or Guarantor's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, each Borrower and Guarantor hereby irrevocably authorizes such service, contractor, shipper or Lender to deliver such records, reports, and related documents to Lender and to follow Lender's instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing. Lender shall notify Borrower Agent of the exercise of its rights under this Section 7.1(d), so long as Borrowers and Guarantors agree not to send any instructions to such service, contractor, shipper or agent which are inconsistent with the instructions of Lender or otherwise interfere with the exercise by Lender of its right to obtain any information pursuant hereto.

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

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

Collateral Reporting. it will provide the 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 (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 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 the Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Foothill, (c) on a monthly perpetual inventory reports basis and, in any event, by category to be delivered no later than the 10th day of each month in during the term of this Agreement, a summary aging, by vendor, of Borrower's accounts payable and any book overdraft, (d) on a daily basis, an Inventory report with respect to finished goods Inventory and on a weekly basis, Inventory reports specifying Borrower's cost and the wholesale market value of its Inventory by category, with additional detail showing additions to and deletions from the immediately preceding month; Inventory, (e) on each Business Day, notice of all returns, disputes, or claims, (f) upon request, copies of invoices in connection with the Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with the Accounts and for Inventory and Equipment acquired by Borrower, purchase orders and invoices, (g) on a quarterly basis, a detailed list of Borrower's customers, (h) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details calculation of the level of sales made to each such customerDilution for the prior month; (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 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 (j) certificates on a weekly basis and at such other times upon request of Foothill, a certificate of a financial officer of the Borrower setting forth a list of each certificate of title in the possession of the Borrower for each item of Used Trailer Inventory and separately identifying each item of Eligible Used Trailer Inventory and U.S. Xpress Used Trailer Inventory, together with a copy of each such certificate of title that has not previously been delivered to Foothill; (k) on each Business Day, written notice of the purchase or acquisition, the sale or disposition or the change in location of Eligible Used Trailer Inventory on the immediately preceding Business Day together with a copy of the certificate of title with respect to such Eligible Used Trailer Inventory; (l) prior to the submission of an officer Eligible Account which has an off-setting Contra Obligation in excess of Ideal certifying as $500,000, written notice to Foothill of the foregoing;Account Debtor, the amount of the Contra Obligation, the terms of the Contra Obligation and such other information requested by Foothill, in substance satisfactory to Foothill, together with a copy of the contract evidencing such Contra Obligations, if available, and (m) on a weekly basis, a report setting forth all Contra Obligations, in substance satisfactory to Foothill. Original sales invoices evidencing daily sales shall be mailed by Borrower to each Account Debtor and, 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.

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

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

Collateral Reporting. it will 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 the Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Foothill; (c) on a monthly perpetual inventory reports basis and, in any event, by category to be delivered no later than the 10th day of each month in during the term of this Agreement, (i) a summary aging, by vendor, of Borrower's accounts payable and any book overdraft, and (ii) a report detailing the status and currency of Borrower's payments to third parties with respect to royalties due under license agreements relating to the manufacture or sale of branded Inventory; (d) on a weekly basis, Inventory reports specifying Borrower's cost of its Inventory by category, with additional detail showing additions to and deletions from the immediately preceding month; Inventory; (e) upon request, notice of all returns, disputes, or claims; (f) upon request, copies of invoices in connection with the Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with the Accounts and for Inventory and Equipment acquired by Borrower, purchase orders and invoices; (g) on a quarterly basis, a detailed list of Borrower's customers; (h) on a monthly basis, a report listing calculation of the top ten (10) customers of Ideal during that Dilution for the prior month, providing ; (i) details on a monthly basis, a copy of the level of sales made to each such customerClient Statement received from Factor; (iij) details each business day, information as to the aggregate balances of any the credit notes issued to each such customer or any other account adjustments made in respect of such customerapproved Factored Accounts and the client risk Factored Accounts that are then outstanding on Factor's books; 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; (ik) such other reports as to the Collateral and or the Accounts (and each financial condition of Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall Foothill may reasonably request from time to time; . Original sales invoices evidencing daily sales shall be mailed by Borrower to each Account Debtor and , at Foothill's direction, the invoices (jother than those with respect to Factored Accounts) certificates of an officer of Ideal certifying as 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 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; and (j) certificates of an officer of Ideal certifying time as requested by Agent to the foregoing;review and discuss all Notes Receivable then owned by ▇▇▇▇▇▇▇▇.

Collateral Reporting. it will (a) The Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in a form reasonably satisfactory to the Agent: (ai) on a weekly monthly basis on each Wednesday based on figures (or twice per month upon request by the Agent at any time Excess Availability is less than $5,000,000), (A) schedules of sales made, credits issued and collections received, (B) a schedule of ineligible Accounts as of the last day of the prior month (together with a reconciliation to the previous Fridaymonth’s schedule), a Borrowing Base Certificate incorporating, inter alia, and (C) a schedule of credit notes, a summary ineligible Inventory 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 day of the Inventory balance prior month (by location) based on together with a reconciliation to the perpetual inventory reports and such further details as the Agent may requestprevious month’s schedule); (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 twice per month upon requestrequest by the Agent at any time Excess Availability is less than $5,000,000), copies (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) accounts receivable aged trial balance at the immediately preceding month end for each account debtor, aged by due date, which aging reports shall indicate which Accounts are current, up to 30, 30-60 and over 60 days past due and shall list the names, telephone numbers, invoices, credit notesand debit memos and addresses of all applicable account debtors and (D) agings of accounts payable (and including information indicating the amounts owing to owners and lessors of leased premises, warehouses, processors and other third parties from time to time in possession of any Collateral); (iii) upon the 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; (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 Loan Party; (iiv) such other reports as to soon as possible after the Collateral and end of each month (but in any event within fifteen (15) Business Days after the Accounts end thereof) on a monthly basis (and each Borrower hereby authorises or twice per month upon request by the Agent to make enquiries of its customers in this respect) as at any time Excess Availability is less than $5,000,000), a Borrowing Base Certificate, duly completed and certified by the Agent shall request from time to timeCompany’s chief executive officer, chief financial officer or treasurer; and (jv) certificates upon the Agent’s request, a general ledger summary and a trial balance with a reconciliation of an officer of Ideal certifying as the accounts receivable aging to the foregoing;general ledger and a reconciliation of the perpetual inventory report to the general ledger. (b) If any Loan Party’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, such Loan Party hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Agent and to follow the Agent’s instructions with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

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

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

Collateral Reporting. it will 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 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, 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 provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Provide Agent with the following documents at the following times in form reasonably satisfactory to the Agent: (a) on a weekly basis on each Wednesday based on figures as of the previous Fridaybasis, (i) a sales journal, a Borrowing Base Certificate incorporatingcollection journal, inter alia, a schedule of and credit notes, a summary of collections of accounts receivable, a schedule of Accounts created register since the last such schedule, with effect from any Inventory Eligibility Date, schedule and a calculation of the Borrowing Base as of such date, (ii) a report detailing contra Accounts with respect to each of Eligible Direct Accounts and Eligible LEC Accounts, (iii) notice of all returns, disputes, or claims, (iv) so-called "par" (i.e., "purchase of accounts receivable") LEC Confirmation Statements, and (v) copies of all reports by billing services agents delivered to the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request;Obligors pursuant to or in connection with any Billing Services Agreement. (b) promptly upon request, receipt, (i) copies of invoicesall LEC Confirmation Statements relative to LEC Accounts of CEO and PT-1 received by the Obligors since the immediately prior delivery of materials under this SECTION 6.2(B), together with any Obligor-prepared summary or report in respect of such LEC Confirmation Statements, (c) on a monthly basis and, in any event, by no later than the 25th 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 the Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Agent, (iii) a summary aging, by vendor, of the Obligors' accounts payable and any book overdraft, (iv) a calculation of Dilution for the prior month, and (v) a summary aging, by administrator, lessor, grantor, or licensor, of the Obligors' obligations due and payable under all Carrier Agreements, Cable Agreement, IRUs, leases, and licenses to which any one or more of the Obligors is party. (d) upon request of Agent, (i) copies of invoices 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; 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;Borrower, purchase orders and invoices, (iii) 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 reasonably may request from time to time; and (j) certificates of an officer of Ideal certifying as to the foregoing;.

Collateral Reporting. it will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Provide Lender with the following documents at the following times in form satisfactory to Lender: Monthly (not later than (i) the Agent: 30th day after the end of each month that is not the last month of a calendar quarter, and (ii) the 45th day after the end of each calendar quarter) (a) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating(including detail regarding those Accounts of Borrowers that are not Eligible Accounts), 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) a summary aging, by vendor, of Borrowers’ and their Domestic Subsidiaries’ accounts payable and any book overdraft, and (c) a detailed report regarding Borrowers’ and their Domestic Subsidiaries’ cash and Cash Equivalents including an indication of which amounts constitute Qualified Cash. Quarterly (not later than the 45th day after the end of each calendar quarter) (d) a detailed list of each Borrower’s and each Domestic Subsidiary of a Borrower’s customers, and (e) a report regarding each Borrower’s and each Domestic Subsidiary of a Borrower’s accrued, but unpaid, ad valorem taxes. Promptly upon requestrequest by Lender, in the exercise of its Permitted Discretion (f) copies of invoicesinvoices in connection with Borrowers’ and their Domestic Subsidiaries’ Accounts, credit notesmemos, remittance advices, 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 basisconnection with Borrowers’ and their Domestic Subsidiaries’ Accounts and, 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; Borrowers or their Domestic Subsidiaries, purchase orders and invoices, and (ig) 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 each Borrower hereby authorises the Agent to make enquiries exercise 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;Permitted Discretion.

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) 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 as soon as possible after the end of each calendar month (but in any event within fifteen (15) days after the end thereof), or more frequently as Agent may request at any time Excess Availability is less than $30,000,000 or a weekly basis on each Wednesday based on figures as Default or Event of the previous FridayDefault has occurred and is continuing, 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 Borrower’s calculation of the Inventory balance Loans and Letter of Credit Accommodations available to Borrower duly completed and executed by the vice-president-finance, chief financial officer, treasurer, assistant treasurer, controller or other financial or senior officer of Borrower, together with all schedules required pursuant to the terms of the Borrowing Base Certificate duly completed (by locationincluding schedules of sales made, credits issued and cash received); (ii) based on as soon as possible after the perpetual inventory end of each month (but in any event within twenty (20) Business Days after the end thereof), reports and as of the end of such further details month, or more frequently as the Agent may request, as follows: (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) monthly resin price report, (D) slow moving inventory report identifying Inventory one year or older and an inventory turnover report by category, (E) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger) and (F) 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); (biii) upon Agent’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 Company;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 in good faith from time to time; and. (jb) certificates If Borrower’s records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will (a) Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in a form satisfactory to the AgentLender: (ai) on a weekly basis on each Wednesday based on figures or more frequently at Borrowers' option or as Lender may request, a weekly collateral report setting forth Borrowers' calculation of the Revolving Loans and Letter of Credit Accommodations available to Borrowers pursuant to the terms and conditions contained herein as of the previous Fridaylast Business Day of the immediately preceding week as to the Accounts and Eligible Cash Collateral and as of the last day of the preceding month as to Inventory, duly completed, together with all schedules required pursuant to the terms of the weekly collateral report (including a schedule of all Accounts created, collections received and credit memos issued for each day of the immediately preceding week) and on a monthly (but in no event later than the fifth (5th) Business Day of the end of the immediately preceding month) or more frequently at Borrowers' option or as Lender may request, a Borrowing Base Certificate incorporatingsetting forth Borrowers' calculation of the Revolving Loans and Letter of Credit Accommodations available to Borrowers pursuant to the terms and conditions contained herein as of the last Business Day of the immediately preceding month based on the detailed aged account receivable trial balance of Borrowers as to the Accounts and based on the month end perpetual inventory records of Borrowers as to the Inventory, inter aliaduly completed and executed by the chief financial officer of Central or other appropriate financial officer of Central acceptable to Lender; provided, that, without limiting any other rights of Lender, upon Lender's request, Borrowers shall provide Lender on a daily basis with a schedule of credit notesAccounts, collections received and credits issued and on a summary weekly basis with an inventory report in the event that at any time either: (A) an Event of collections Default or act, condition or event which with notice or passage of time or both would constitute an Event of Default, shall exist or have occurred, or (B) Borrowers shall have failed to deliver any Borrowing Base Certificate in accordance with the terms hereof, or (C) upon Lender's good faith belief, any information contained in any Borrowing Base Certificate is incomplete, inaccurate or misleading, or (D) the sum of the amount of the cash and Cash Equivalents of CSC Finance and CSC Investment which are free and clear of any pledge, lien, security interest, claim or other encumbrance and are available to CSC Finance and CSC Investment without condition of restriction, plus the amount of the Excess Availability as determined by Lender, shall be less than $4,745,000 for any three (3) consecutive day period prior to October 31, 1998 and $7,500,000 for any three (3) consecutive day period on and after November 1, 1998 or (E) the Excess Availability shall be less than $2,500,000; (ii) on a monthly basis or more frequently as Lender may request, (A) perpetual inventory reports, (B) inventory reports by category, (C) agings of accounts payable, (D) agings of accounts receivable, (E) a schedule list of Accounts created since any chattel paper or instruments payable to any Borrower or Guarantor received in the last such scheduleimmediately preceding month, with effect from any Inventory Eligibility Date(F) evidence of the cash and Cash Equivalents of Borrowers, CSC Finance and CSC Investment, and (G) a report of named coverage changes under any international credit insurance policy maintained by Borrowers from the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th last day of each month in respect of the immediately preceding month; (diii) monthly perpetual inventory reports by category to be delivered no later than the 10th day upon Lender's request, (A) copies of each month in respect customer statements and credit memos, remittances advices and reports, and copies of the immediately preceding month; deposit slips and bank statements, (eB) on a monthly basiscopies of shipping and delivery documents, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iiiC) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery of documents for Inventory and Equipment acquired by that Trading CompanyBorrower; (iiv) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent Lender shall request from time to time; and. (jb) certificates Nothing contained in any Borrowing Base Certificate shall be deemed to limit, impair or otherwise affect the rights of an officer Lender contained herein and in the event of Ideal certifying any conflict or inconsistency between the calculation of the Revolving Loans and Letter of Credit Accommodations available to Borrowers as to set forth in any Borrowing Base Certificate and as determined by Lender, the determination of Lender shall govern and be conclusive and binding upon Borrowers unless a specific objection is made by Central thereto within thirty (30) days. Without limiting the foregoing;, Borrowers shall furnish to Lender any information which Lender may reasonably request regarding the determination and calculation of any of the amounts set forth in the Borrowing Base Certificate. If any Borrower's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, each Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports and related documents to Lender and to follow Lender's instructions with respect to further services at any time that an Event of Default exists or has occurred.

Collateral Reporting. it will (a) Servicer shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in a form reasonably satisfactory to the Agent: (ai) as soon as possible after the last day of each week (but in any event by the close of business in Atlanta, Georgia on the first Tuesday after the end of each week or if such day is not a weekly basis Business Day, then the immediately following Business Day), or more frequently as Agent may request at any time that a Default or Event of Default shall exist or have occurred and be continuing, (A) an Interim Receivables Report for such week and (B) a report setting forth the Senior Credit Facility Availability and the components thereof for each Business Day of such week, duly completed and executed by the chief financial officer, treasurer or controller of Servicer; (ii) as soon as possible after the end of each fiscal month (but in any event by the close of business in Atlanta, Georgia on the tenth (10th) day after the end of each Wednesday based on figures such fiscal month or if such day is not a Business Day, then the immediately following Business Day), or more frequently as Agent may request at any time a Default or Event of Default shall exist or have occurred and be continuing, a Monthly Receivables Report setting forth the calculation of the Borrowing Base as of the previous Fridaylast Business Day of the immediately preceding period, a Borrowing Base Certificate incorporatingduly completed and executed by the chief financial officer, inter aliatreasurer or controller of Servicer, together with all schedules required pursuant to the terms of the Monthly Receivables Report duly completed (including a schedule of all Accounts created, collections received and credit notes, a summary memos issued for each day of collections the immediately preceding period) and an aging of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may requestreceivable in form acceptable to Agent; (biii) upon Agent's request, (A) copies of customer statements, purchase orders, sales invoices, credit notesmemos, remittance advices and reports, and copies of deposit slips and bank statements, and (B) copies of shipping and delivery documents; (b) Nothing contained in any Receivables Report shall be deemed to limit, impair or otherwise affect the rights of Agent contained herein and in the event of any conflict or inconsistency between the calculation of the Borrowing Base or any component thereof as set forth in any Receivables Report and as determined by Agent in good faith, the determination of Agent shall govern and be conclusive and binding upon each Transaction Party. Without limiting the foregoing, each Transaction Party shall furnish to Agent any information which Agent may reasonably request regarding the determination and calculation of any of the amounts set forth in any Receivables Report. Upon the request of Agent, each such Receivables Report shall be accompanied by an electronic file in a form reasonably satisfactory to Agent. (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of If any credit notes issued to each such customer Transaction Party's records or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from respect to any Inventory Eligibility DateCollateral are prepared or maintained by an accounting service, a quarterly report contractor, shipper or other agent, such Transaction Party hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports and related documents to Agent and to follow Agent's instructions with respect to further services at any time that an Event of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal Default exists or has occurred and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall request from time to time; and (j) certificates of an officer of Ideal certifying as to the foregoing;is continuing.

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

Collateral Reporting. it will (a) Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in a form satisfactory to the AgentLender: (ai) on a weekly basis on each Wednesday based on figures or more frequently as of the previous FridayLender may, a Borrowing Base Certificate incorporatingin good faith, inter aliarequest, 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 locationA) based on the perpetual inventory reports (including "aged Inventory" and including the amounts of Inventory and the value thereof at, any leased locations and at premises of warehouses, processors or other third parties), (B) reports of sales of Inventory, indicating gross sales, returns, allowances and net sales, and (C) reports of aggregate Inventory purchases (including, to the extent then available, all costs related thereto, such further details as the Agent may requestfreight, duty and taxes); (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) 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), such agings to be subject to final adjustment received by Lender no later than thirty (30) days after the end of each month and (B) a certificate from the chief financial officer of Parent representing that Borrowers have made payment of sales and use taxes during such month or, at Lender's reasonable request, other evidence of such payment; (iii) as soon as available, but in any event not later than five (5) days after receipt by Borrowers and/or Parent, the monthly bank statements of Foreign Subsidiaries; and (iv) 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; , (cC) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Companyany Borrower or Guarantor and (D) reports by retail store locations of sales and operating profits for each such retail store location; (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. (jb) certificates If any Borrower's or Guarantor's records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, such Borrower and Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Lender and to follow Lender's instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will provide the Provide Administrative Agent (and if so requested by Administrative 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 consistent with the form delivered in connection with the Effective Date (if applicable) or in such other form satisfactory to the Administrative Agent: : Monthly (a) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day fifteenth (15th) Business Day of each month in respect month) provided, that, if a Reporting Period or an Event of the immediately preceding month; Default exists and is continuing, such roll-forwards, supporting details and Borrowing Base Certificates shall be provided weekly (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day second (2nd) Business Day of each month in respect week) (a) an Account roll-forward with supporting details supplied from sales journals, collection journals, credit registers and any other records, consistent with the form of Account roll-forward agreed to as of the immediately preceding month; (e) on a monthly basisEffective Date, a report listing or such other form as mutually agreed to between Administrative Agent and the top ten (10) customers of Ideal during that monthBorrower, 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 (iiib) the amount of cash actually received from each such customer during the relevant month; an executed Borrowing Base Certificate. 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 fifteenth (15th) Business Day of each month) provided, that, if an Event of Default exists and is continuing, such financial statements, reports or other items shall be provided weekly (no later than the following monthfourth (4th) Business Day of each week) or upon the request of Administrative Agent, daily, (a) a detailed aging, by total, of Borrower’s and each Designated Subsidiary Guarantor’s Accounts, together with a specific breakdown reconciliation and supporting documentation for any reconciling items noted (delivered electronically in reasonable detailan acceptable format, if Borrower has implemented electronic reporting), and (b) a detailed calculation of those Accounts that are not eligible for the monthly ageings Borrowing Base, if Borrower has not implemented electronic reporting. As soon as available, but in any event within ninety (90) days after the end of accounts payable to the largest ten supplier creditors Borrower’s Fiscal Years, (a) a detailed list of Ideal Borrower’s and details its Designated Subsidiary Guarantors’ customers, with address and contact information, and (b) a report regarding Borrower’s and its Designated Subsidiary Guarantors’ accrued, but unpaid, ad valorem taxes. Upon request by Administrative Agent (a) a summary aging, by vendor, of the Inventory held by Ideal in respect of such each Borrower’s and its Designated Subsidiary Guarantors’ accounts payable and each such supplier; any book overdraft (hdelivered electronically in an acceptable format, if Borrower has implemented electronic reporting) with effect from and an aging, by vendor, of any Inventory Eligibility Date, upon request, copies of purchase orders, invoicesheld check, and delivery documents for Inventory and Equipment acquired by that Trading Company; (ib) such other reports as to the Collateral or the financial condition of Borrower and the Accounts (and each Borrower hereby authorises the its Subsidiaries, as Administrative Agent to make enquiries of its customers in this respect) as the Agent shall request from time to time; and (j) certificates of an officer of Ideal certifying as to the foregoing;may reasonably request.

Collateral Reporting. it The Borrowers will provide the Agentprovide, in each case in respect on behalf of each Trading CompanyGrantor, and on a consolidated and consolidating basis, with to the Agent the following documents at the following times in form satisfactory to the Agent: : (a) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter aliadaily basis, a schedule of credit notesmemos and reports, a summary schedule of collections of accounts receivableAccounts, a schedule of 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; Inventory reports; (b) on a weekly basis, a schedule of remittance advices no later than five Business Days following the end of the week; (c) upon request, copies of invoices, credit notesmemos, shipping and delivery documents; ; (cd) monthly ageings agings of accounts receivable Accounts to be delivered no later than the 10th day of each month in respect of respecting the immediately preceding month; ; (de) monthly perpetual inventory Inventory reports by category to be delivered no later than the 10th day of each month in respect of respecting 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; reports; (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; any Grantor; (h) on a weekly basis, a report as to all Inventory indicating the reasons for the returns and the locations and condition of the returned Inventory; (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 and (j) certificates of an officer Authorized Officer of Ideal USAM certifying as to the foregoing;. In addition, USAM, for and on behalf of each Grantor, shall conduct a physical verification of all Inventory of each Grantor not less than once every 12 months and at such other times as the Agent may reasonably request. The annual physical verification of Inventory shall (a) be evidenced by a report describing in reasonable detail the Inventory by category and item and the then appraised value (at lower of cost or market) and (b) be observed and tested by USAM's independent public accountants in accordance with generally accepted auditing standards and GAAP. If any Grantor's records or reports of the Collateral are prepared by an accounting service or other agent, such Grantor hereby authorizes such service or agent to deliver such records, reports, and related documents to the Agent.

Collateral Reporting. it will provide the Agent, in Furnish to Collateral Agent and make available to each case in respect of each Trading Company, and on a consolidated and consolidating basis, with the following documents at the following times in form satisfactory to the AgentLender upon request: (a) on a weekly basis on as soon as available, but in any event within 60 days after the end of each Wednesday based on figures as of the previous Fridayfiscal quarter, a Borrowing Base Certificate incorporatingreport, inter aliain form and substance reasonably satisfactory to Collateral Agent, setting forth a schedule statement of credit notesnet production and sales proceeds of all Hydrocarbons produced from the Oil and Gas Properties, a summary of collections of accounts receivable, a schedule of Accounts created since the last together with such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details other information as the Collateral Agent may reasonably request; (b) upon requestas soon as available, but in any event within 60 days after the end of each quarterly period of each fiscal year, (i) a report, in form and substance reasonably satisfactory to Collateral Agent, setting forth as of the last Business Day of such quarterly period, a summary of the hedging positions of each Loan Party under all Hedging Agreements (including any contracts of sale which provide for prepayment for deferred shipment or delivery of Hydrocarbons or other commodities) of each Loan Party, including the type, term, effective date, termination date and notional principal amounts or volumes, the hedged price(s), interest rate(s) or exchange rate(s), as applicable, and any new credit support agreements relating thereto, (ii) a list of all Qualified Counterparties existing at such time, and (iii) to the extent not previously delivered to the Agents, copies of invoicesall Qualified Hedging Agreements and any amendments thereto, credit notesand any ISDA master agreements, shipping schedules and delivery documentscorresponding ISDA documentation, including any amendments thereto, in each case, in place with any Qualified Counterparties that is not a Lender hereunder; (c) monthly ageings (i) on or beforeMarch 1st of accounts receivable each year, a Reserve Report covering the Loan Parties’ Proved Reserves prepared by the Petroleum Engineers dated as of December 31 of the previous year; (ii) promptly upon written request by Collateral Agent, a Reserve Report prepared by the Petroleum Engineers dated as of the first day of the month during which Borrower receives such request; provided that, unless a Default or an Event of Default shall then be continuing, Collateral Agent may request, at Borrower’s cost and expense, no more than one such Reserve Reports during any 12-month period, with any additional requests for updated Reserve Reports during any such period to be delivered no later than at Collateral Agent’s cost and expense, and after the 10th day occurrence and during the continuance of a Default or Event of Default, Collateral Agent may, from time to time, request such Reserve Reports at the sole cost and expense of Borrower, in each month in respect case together with an accompanying report on, since the date of the immediately preceding monthlast Reserve Report previously delivered hereunder, Oil and Gas Property sales, Oil and Gas Property purchases and changes in categories concerning the Oil and Gas Properties owned by the Loan Parties which have attributable to them Proved Reserves and containing information and analysis with respect to the Proved Reserves of the Loan Parties as of the date of such report and the PV 10 Value; and (iii) together with each Reserve Report furnished pursuant to (i) or (ii), (A) any updated production history of the Proved Reserves of the Loan Parties as of such date, (B) the lease operating expenses attributable to the Oil and Gas Properties of the Loan Parties for the prior 12-month period, (C) any other information as to the operations of Borrower and its Restricted Subsidiaries as reasonably requested by Collateral Agent and (D) such additional data and information concerning pricing, quantities, volume of production and production imbalances from or attributable to the Oil and Gas Properties with respect thereto as Collateral Agent may reasonably request; (d) monthly perpetual inventory reports as soon as available, but in any event within 60 days after the end of each quarterly period of each year, a Reserve Report covering the Loan Parties’ Proved Developed Producing Reserves as well as the Proved Developed Producing Reserves expected to result from each Project for which drilling and completion operations have commenced but which is not yet recognized as Proved Developed Producing Reserves in the Reserve Report. Such Reserve Report shall be prepared as of the end of the calendar quarter, which report may be prepared by category to be delivered no later petroleum engineers who are employees of Borrower (rather than the 10th day of each month Petroleum Engineers), together with an accompanying report on Oil and Gas Property sales, Oil and Gas Property purchases and changes in respect categories since the date of the immediately preceding monthlast Reserve Report previously delivered under this Agreement, both in the same form and substance as the Reserve Reports referred to in Section 5.2(c), each such Reserve Report having been prepared by or at the direction of Borrower and (together with the related PV 10 Value calculation and the lease operating expenses attributable to the Oil and Gas Properties of the Loan Parties for the prior quarter) having been certified in writing by the senior petroleum engineer of Borrower as to the truth and accuracy of the historical information utilized to prepare the Reserve Report and the estimates included therein; (e) on a monthly basisto the extent not previously disclosed to Collateral Agent, promptly upon the acquisition thereof, a report listing of any Hydrocarbon Interests or Real Property acquired by any Loan Party at a purchase price in excess of $20,000,000 (or the top ten (10) customers aggregate purchase price of Ideal during that monthall such acquisitions exceeds $20,000,000), providing (i) details in each case since the date of the level most recent list delivered pursuant to this Section 5.2(e) (or, in the case of sales made to each the first such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) list so delivered, since the amount of cash actually received from each such customer during the relevant monthClosing Date); (f) reports, certifications, engineering studies, environmental assessments or other written material or data requested by, and in form, scope and substance reasonably satisfactory to, Collateral Agent, in the event that Collateral Agent at any time has a reasonable basis to believe that there may be a material violation of any Environmental Law or a condition at any Property owned, operated or leased by any Loan Party that could reasonably give rise to a Material Adverse Effect, or if an Event of Default has occurred and is continuing; provided that if any Loan Party fails to provide such reports, certifications, engineering studies or other written material or data within 75 days after the request of Collateral Agent, Collateral Agent shall have the right, at such Loan Party’s sole cost and expense, to conduct such environmental assessments or investigations as may reasonably be required to enable Collateral Agent to determine whether each of the Loan Parties is in material compliance with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock countEnvironmental Laws; (g) monthly ageings prior to any Asset Sale, or any series of accounts payable no later than the 10th day related Asset Sales, anticipated to generate in excess of the following month$25,000,000 in aggregate Net Cash Proceeds, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest at least ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect days’ prior written notice of such accounts payable Asset Sale, which notice shall (i) describe such Asset Sale or the nature and each material terms and conditions of such suppliertransaction and (ii) state the estimated Net Cash Proceeds anticipated to be received by any Loan Party; (h) no later than 10 Business Days after the effectiveness thereof, (i) notice to the Agents of the entering or execution of any Qualified Hedging Agreements or any ISDA master agreements, schedules and corresponding ISDA documentation, or any amendments thereto, in each case, with effect from any Inventory Eligibility DateQualified Counterparties that is not a Lender hereunder and (ii) with respect to the agreements, upon requestdocuments, copies and/or amendments described in clause (i) above, delivery to the Agents of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Companya fully executed copy thereof; (i) such other reports as soon as is practicable following the written request of Collateral Agent, (i) and in any event within 75 days after the end of each fiscal year, a report in form and substance satisfactory to the Collateral Agent and the Accounts Lenders outlining all material insurance coverage maintained as of the date of such report by each Loan Party and the duration of such coverage and (ii) evidence reasonably satisfactory to Collateral Agent that all premiums then due and payable with respect to such coverage have been paid and confirming that CAA Collateral Agent has been named as loss payee or additional insured, as applicable; (j) concurrently with the delivery of each Borrower hereby authorises Reserve Report hereunder, an updated ▇▇▇▇▇ 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 Each Borrower will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender with the following documents at the following times in form satisfactory to the Agent: Lender: (a) on a weekly basis on each Wednesday based on figures as of the previous Fridaydaily basis, a Borrowing Base Certificate incorporating, inter aliaborrowing base certificate in the form of EXHIBIT C hereto; (b) on at least a weekly basis, 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; (c) on a daily basis, a report schedule of the Inventory balance remittance advices, credit memos and reports, and a schedule of collections of accounts receivable; (by location) based on the perpetual inventory reports and such further details as the Agent may request; (bd) upon request, copies of invoices, credit notesmemos, shipping and delivery documents; ; (ce) monthly ageings of accounts receivable to be delivered no later than by the 10th fifteenth day of each month in respect monthly agings of the immediately preceding month; accounts receivable; (df) monthly by Friday of each week, a weekly warehouse perpetual inventory reports report for the preceding week listing the type and quantity of all inventory located at all of Borrower's warehouses and an aging of all such inventory setting forth the amount of time that all such inventory has been owned by such Borrower (such report will designate the book value of all retail Inventory and the Aged Percentage thereof); (g) by Friday of each week, a weekly summary for the preceding week of inventory held for retail sale on a location-by-location basis (but Retail Inventory need not be designated on a location-by-location basis), and in each case including a listing by product category to be delivered no later than of quantities of all inventory owned by Borrower; (h) by the 10th fifteenth 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 monthly agings of accounts payable; (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; such Borrower; (ij) 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 and (jk) certificates of an officer of Ideal such Borrower certifying as to the foregoing;; (l) on at least a weekly basis, copies of all invoices for Ten Thousand Dollars ($10,000) or more and all bills of lading and such other documents relating thereto the Lender may request. If any of either 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 Lender."

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 a weekly basis on each Wednesday based on figures as at the times specified in Section 5.2(k) of the previous FridayCredit Agreement, a schedule of Borrowers' Accounts -------------- created, credits given, cash collected and other adjustments to such Accounts since the 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 aliaand (ii) a list of any sales accruals included in the Borrowing Base Certificate; (b) on a fiscal monthly basis, by the 20th day of the following fiscal month, agings of each Borrower's Accounts, together with a schedule of credit notesreconciliation from the corresponding Borrowing Base to the Parent's consolidated financial statements for the most recent fiscal period then ended (provided, a summary of collections of accounts receivable, a schedule of Accounts created since that for the last such schedule, with effect from any Inventory Eligibility first 90 days after the Initial Funding Date, a report -------- Administrative Borrower need only deliver agings that cover, in the aggregate, 50% in Dollar amount of the Accounts of all Borrowers); (c) upon request, and if so requested by the 20th day of the following fiscal month, agings of each Borrower's accounts payable; (d) on a fiscal monthly basis by the 20th day of the following fiscal month, Borrowers' Inventory balance by category and location, together with a reconciliation from the corresponding Borrowing Base to the Parent's consolidated financial statements for the most recent fiscal period then ended; (by location) based on the perpetual inventory reports and such further details as the Agent may request; (be) upon request, copies of invoicesinvoices in connection with each Borrower's Accounts, customer statements, credit notesmemos, remittance advices and reports, deposit slips, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of documents in connection with each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; Borrower's Accounts and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; such Borrower, purchase orders and invoices; (ig) upon request, a statement of the balance of each of the Intercompany Accounts; (h) such other reports as to the Collateral and the Accounts (and of each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; and and (ji) certificates with the delivery of each of the foregoing, a certificate of Administrative Borrower executed by an officer of Ideal thereof certifying as to the accuracy and completeness of the foregoing;. If any of the Borrowers' records or reports of the Collateral are prepared by an accounting service or other agent, each Borrower hereby authorizes such service or agent to deliver such records, reports, and related documents to the Agent, for distribution to the Lenders.

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

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

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

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

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

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

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

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

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

Collateral Reporting. it will 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 regular basis as required by Lender, a schedule of Accounts, credits issued and cash received; (b) on a periodic basis, but no less frequently than once in each Four Week Period, or more frequently as Lender may reasonably request, (i) perpetual inventory reports, (ii) inventory reports by category, and (iii) agings of accounts payable; (c) on a weekly basis on each Wednesday based on figures as of the previous Friday, (i) a Borrowing Base Certificate incorporating, inter alia, 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 day of the Inventory balance preceding week, 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 and (by locationii) based prior to Lender's exercise of its rights under Section 6.3(a) following a Direct Remittance Event, the report on collections referred to in the perpetual inventory reports and such further details as the Agent may request; last sentence of Section 6.3(b) hereof; (bd) upon Lender's request, (i) copies of invoicescustomer statements and credit memos, credit notesremittance advices and reports, and copies of deposit slips and bank statements, (ii) copies of shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company; Borrower; (ie) weekly summary agings of accounts receivable and detail agings of accounts receivable on a monthly basis 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 Agent to make enquiries of its customers in this respect) 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 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 Default exists or has occurred and is continuing. Nothing contained in any Borrowing Base Certificate shall be deemed to limit, impair or otherwise affect the rights of Lender contained herein and in the event of any conflict or inconsistency between the calculation of the 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.

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 a form satisfactory to the Agent: : (a) on a weekly basis on each Wednesday based on figures basis, or, so long as an FCCR Triggering Event is ongoing (or, after the occurrence of the previous Fridayan Event of Default, a Borrowing Base Certificate incorporatingso long as such Event of Default is continuing), 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 more frequently as the Agent may request; , (i) schedules of sales made, credits issued and cash received, which, after the occurrence of an Event of Default or the filing of a bankruptcy petition by or against any Borrower, and for so long as such Event of Default is continuing or such bankruptcy petition has not been dismissed, shall separately account for sales of Inventory subject to the security interest of IBM Credit Corporation, (ii) borrowing base certificates, (iii) schedules of Inventory (net of fixed assets) separately identifying Inventory by vendor, type, location and age, with perpetual inventory reports, and (iv) schedules of accounts payable and accrued accounts payable to any vendor holding a security interest in any property of the Borrowers; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing on or before the top ten tenth (1010th) customers Business Day of Ideal during that monthsuch month for the immediately preceding month or more frequently as Agent may request, providing (i) details agings of the level of sales made to each such customer; accounts receivable, (ii) details agings of any credit notes issued to each such customer or any accounts payable, accrued accounts payable, lease payables and other account adjustments made in respect of such customer; payables, and (iii) the amount a certificate from an authorized officer of cash actually received from Borrowers representing that each Borrower has made payment of sales and use taxes during such customer during the relevant month; (f) with effect from any Inventory Eligibility Datemonth or, upon at Agent’s request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect other evidence of such accounts payable and each such supplier; payment; (hc) with effect from any Inventory Eligibility Date, upon Agent’s request, (i) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ii) copies of shipping and delivery documents, and (iii) copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Company; Borrowers; and (id) such other reports as to the Collateral and or other property which is security for the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) Obligations as the Agent shall request in its Permitted Discretion from time to time; and . Borrowers shall provide Agent, as soon as available, but in any event not later than five (j5) certificates days after receipt by Borrowers, with all statements received from Apple Computer and any other vendor who may hold a security interest in any Borrowers’ assets, together with such additional information as shall be sufficient to enable Agent to monitor the accounts payable and accrued accounts payable to them. If any of Borrowers’ records or reports of the Collateral or other property which is security for the Obligations are prepared or maintained by an officer accounting service, contractor, shipper or other agent, Borrowers hereby irrevocably authorize such service, contractor, shipper or agent to deliver such records, reports, and related documents to 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 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, 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) Borrowing Base as of such date using the amount of ineligible Accounts as determined based on upon the perpetual inventory reports and such further details as the Agent may request; prior month's aging of 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 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 a weekly basis, Inventory reports specifying such Borrower's cost, (e) on each Business Day, notice of all returns, disputes, or claims, (f) 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, (g) on a quarterly basis, a detailed list of such Borrower's customers, (h) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details calculation of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customerDilution for the prior month; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports as to the Collateral and or the Accounts (and each financial condition of 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 of an officer of Ideal certifying as , 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 Borrower Representative, on behalf of all Borrowers, shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, with the following documents at the following times in form satisfactory to the AgentLender: (a) At least once during each calendar week, on a weekly basis on the fifteenth (15th) day of each Wednesday based on figures month (and reporting as of the previous Fridaylast day of the prior calendar month), at the time of each request for a Revolving Loan and at any other time requested by Lender, a Borrowing Base Certificate incorporatingincluding (i) a detailed calculation of the Borrowing Base, inter alia(ii) a certification of Eligible Accounts, a schedule Eligible Government Accounts and Eligible Inventory (provided that Eligible Inventory reported shall be as of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report day of the Inventory balance most recent calendar month) and (by locationiii) based on all supporting documents and information (including, without limitation, sales journals, credit memos, cash receipts journals and reconciliation of changes from the perpetual inventory reports and such further details as the Agent may requestmost recent certificate delivered to Lender); (b) upon Monthly, not later than the fifteenth (15th) day of each Fiscal Month: (i) a schedule of Accounts and a schedule of payments on Accounts, as of the last day of the preceding Fiscal Month; (ii) a reconciliation to the Borrowing Base as calculated in the most recent Borrowing Base Certificate delivered to Lender, in the form prescribed by Lender; (iii) an aging of Borrowers’ Accounts as of the last day of the preceding Fiscal Month, showing (A)(i) Accounts aged 30 days or less from date of invoice, (ii) Accounts aged over 30 days, but less than 61 days, from date of invoice, (iii) Accounts aged over 60 days, but less than 91 days, from date of invoice, (iv) Accounts aged over 90 days, but less than 120 days, from date of invoice, and (v) Accounts aged 120 days or more from date of invoice and (B) a listing of the name and complete address of each Account Debtor and such other information as Lender may request and (C) a reconciliation to the previous calendar month’s aging of Borrowers’ Accounts and to Borrowers’ general ledgers; (iv) an aging of Borrowers’ accounts payable (including the due date for each account payable) as of the last day of the preceding Fiscal Month; (v) Inventory reports as of the last day of the preceding Fiscal Month, by category and location, with detail showing additions to and deletions from Inventory, together with a reconciliation to the general ledger; and (vi) at Lender’s request, copies of invoicesinvoices and supporting delivery or service records, copies of credit notesmemos or other advices of credit or reductions against amounts previously billed, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month , purchase orders and such other copies or reports in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; (i) such other reports Collateral as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall Lender may request from time to time; and (jc) certificates semiannually, on or before the last Business Day in June and December of each year, or more often at Lender’s request, a listing of each Account Debtor in respect of Borrowers’ Accounts, with full contact information for each such Account Debtor (including, without limitation, the complete address, contact person, phone number and email address) and such other information as Lender may request in respect of the Borrowers’ Accounts. Each Borrowing Base Certificate, schedule, reconciliation, aging, copy or report delivered to Lender shall bear a signed statement by a Responsible Officer of Borrower Representative certifying the accuracy and completeness of all information included therein. The execution and delivery of a Borrowing Base Certificate shall in each instance constitute a representation and warranty by each Borrower to Lender that no Account included therein as an officer Eligible Account or an Eligible Government Account should be excluded from inclusion in the Borrowing Base pursuant to the terms of Ideal certifying the definition of “Eligible Account” or “Eligible Government Account”, as applicable, and that no Inventory included therein as Eligible Inventory should be excluded from inclusion in the Borrowing Base pursuant to the terms of the definition of “Eligible Inventory”. In the event any request for a Revolving Loan or a Borrowing Base Certificate or other information required by this Section 8.5 is delivered to Lender by Borrower Representative electronically or otherwise without signature, such request, or such Borrowing Base Certificate or other information shall, upon such delivery, be deemed to be signed and certified on behalf of Borrower Representative by a Responsible Officer thereof and constitute a representation to Lender as to the foregoing;authenticity thereof. Lender shall have the right to review and adjust any such calculation of the Borrowing Base to reflect exclusions from Eligible Accounts, Eligible Government Accounts or Eligible Inventory, reserves pursuant to Section 2.1, declines in value of Collateral or such other matters as are necessary to determine the Borrowing Base. Lender shall have the continuing right to establish and adjust reserves in determining or re-determining the Borrowing Base, pursuant to Section 2.1.

Collateral Reporting. it will provide the Provide Agent (and if so requested by Agent, in with copies for each case in respect of each Trading Company, and on a consolidated and consolidating basis, Lender) with the following documents at the following times in form satisfactory to the Agent: (a) on a weekly basis on each Wednesday based on figures as of the previous Fridaywith respect to MercFuel, a Borrowing Base Certificate incorporatingsales journal, inter aliacollection journal, a schedule of and credit notes, a summary of collections of accounts receivable, a schedule of Accounts created register since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports and such further details as the Agent may request;. (b) upon requesta detailed aging, copies by total, of invoices, credit notes, shipping and delivery documents;the Accounts of the other Borrowers . At least once weekly (the first such report not later than Monday of each week) Monthly (not later than with respect to all Borrowers other than Maytag: the 15th day of each month) (c) monthly ageings of accounts receivable to be delivered no later than a sales journal, collection journal, and credit register since the 10th day of each month in respect last such schedule and a calculation of the immediately preceding month;Borrowing Base as of such date, (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day notice of each month in respect of the immediately preceding month;all returns, disputes, or claims, (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details detailed calculation of the level of sales made to each such customer; Borrowing Base (ii) details of any credit notes issued to each such customer including detail regarding those Accounts that are not Eligible Accounts or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month;Eligible Foreign Accounts), (f) a detailed aging, by total, of the Accounts, together with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report reconciliation to the detailed calculation of all Inventory based on a physical stock count;the Borrowing Base previously provided to Agent, (g) monthly ageings a summary aging, by vendor, of Borrowers' accounts payable no later than the 10th day of the following monthand any book overdraft, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable reconciliation to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier;Borrower's general ledger, and (h) a calculation of Dilution for the prior month. Monthly (not later than with effect from any Inventory Eligibility Date, upon request, copies respect to Maytag: the 20th day of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company;each month) (i) a sales journal, collection journal, and credit register since the last such other reports schedule and a calculation of the Borrowing Base as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall request from time to time; andsuch date, (j) certificates notice of an officer all returns, disputes, or claims, (k) a detailed calculation of Ideal certifying the Borrowing Base (including detail regarding those Accounts that are not Eligible Accounts or Eligible Foreign Accounts), (l) a detailed aging, by total, of the Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Agent, (m) a summary aging, by vendor, of Borrowers' accounts payable and any book overdraft, together with a reconciliation to Borrower's general ledger, and (n) a calculation of Dilution for the prior month. Monthly (not later (o) a report as to sales, excise and fuel taxes than the foregoing;45th day payable by any Borrower, in form satisfactory to after the end of Agent. each month)

Collateral Reporting. it will (a) Borrowers shall provide Agent (and the Agent, Co-Collateral Agents in each the case in respect of each Trading Company, clauses (ii) and on a consolidated and consolidating basis, (iv) below) with the following documents at the following times in a form reasonably satisfactory to the Agent: (ai) on a weekly basis on each Wednesday based on figures as promptly following Agent’s request, schedules of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports sales made and such further details as the Agent may requestcash received; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (eii) on a monthly basis, and, during an Additional Collateral Reporting Period, on a weekly basis, (A) perpetual Inventory (in respect of distribution center Inventory) and retail stock ledger reports, (B) summary Inventory mix reports by distribution center and by retail stores in the aggregate (and including the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), (C) a report listing of new purchases of Inventory consisting of produce, dairy, meat and seafood or other categories or departments of Inventory as requested by Agent; (D) agings of accounts payable and accrued payables (and including information indicating the top amounts owing to Farm Product Sellers and to owners and lessors of leased premises, warehouses, processors and other third parties from time to time in possession of any Collateral), (E) rent payments and aging of rent payments, (F) Inventory shrink reports, (G) reports showing the total exposure and net obligations of each Borrower and Subsidiary under each Rate Protection Agreement, (H) a report of pharmacy sales, receivable collections and receivable credits during the immediately preceding month, (I) an aging of Pharmacy Receivables (including without limitation Medicare Pharmacy Receivables and Medicaid Pharmacy Receivables), (J) a report of credit card sales, including the amount of the chargebacks and credits with respect thereto, during the immediately preceding month, (K) an aging of Credit Card Receivables which shall identify those outstanding more than ten (10) customers days after the date of Ideal the sale of Inventory giving rise to such Credit Card Receivables to the extent that the aggregate amount of such Credit Card Receivables that are outstanding for such period exceed $50,000, (L) reports showing the number of prescriptions filled and average dollar amount of such prescriptions for each of the pharmacies of Borrowers by store location, (M) a report of pharmacy closings during that the immediately preceding month, providing (iN) details a statement of the level then current balance of sales made the aggregate amount of the Indebtedness permitted under Section 7.2.2(k) hereof and any reports or statements received by or on behalf of a Borrower from any Insurance Premium Lender which set forth any amounts paid to each such customer; (ii) details of any credit notes issued Insurance Premium Lender or amounts due and owing to each such customer or any other account adjustments made Insurance Premium Lender in respect of such customer; Indebtedness, and (O) a statement of the amount of Qualified Cash held in the Qualified Cash Account; (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the promptly following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon Agent’s request, copies of purchase orders, invoices, deposit slips and delivery documents for Inventory and Equipment acquired by that Trading Companybank statements of any Borrower or any of its Subsidiaries; (iiv) promptly following the end of each Fiscal Month (but in any event within twenty five (25) days after the end thereof), and, during an Additional Collateral Reporting Period, weekly, a Borrowing Base certificate, substantially in the form of Exhibit F hereto, or with additional form and detail (including as to Eligible Inventory) as any Co-Collateral Agent may reasonably require (each a “Borrowing Base Certificate”); provided that if a Borrowing Base Certificate is required to be delivered more frequently than at the end of each Fiscal Month, Borrowers may use certain information from the most recently delivered Borrowing Base Certificate solely to the extent such information has not been made available any more recently than such most recently delivered Borrowing Base Certificate and is not required to be made so available pursuant to Section 7.3.1(a)(ii) above; (v) upon Agent’s request, the monthly statements received by any Borrower or any of its Affiliates from any Credit Card Issuers or Credit Card Processors, together with such additional information with respect thereto as shall be sufficient to enable Agent to monitor the transactions pursuant to the Credit Card Agreements; and (vi) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; and. (jb) certificates If any Borrower’s or Guarantor’s records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, such Borrower and Guarantor hereby irrevocably authorize such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Ideal certifying Default exists or has occurred and is continuing. (c) Nothing contained in any Borrowing Base Certificate shall be deemed to limit, impair or otherwise affect the rights of Agent, the Co-Collateral Agents or Lenders contained herein and in the event of any conflict or inconsistency between the calculation of the Borrowing Base as to set forth in any Borrowing Base Certificate and as determined by Agent in accordance with this Agreement, the determination of Agent shall govern. Without limiting the foregoing;, Borrowers shall furnish to Co-Collateral Agents any information which Co-Collateral Agents may reasonably request regarding the determination and calculation of any of the amounts set forth in any Borrowing Base Certificate.

Collateral Reporting. it will (a) Borrowers shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in a form reasonably satisfactory to the Agent: (ai) on a weekly regular basis on each Wednesday based on figures as required by Agent, schedules of the previous Fridaysales made, a Borrowing Base Certificate incorporating, inter alia, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report of the Inventory balance (by location) based on the perpetual inventory reports credits issued and such further details as the Agent may requestcash received; (bii) as soon as possible after the end of each week (but in any event within two (2) Business Days after the end thereof) during a Compliance Period or if a Default or Event of Default has occurred and is continuing, and, at all other times, as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), a certificate of the Borrowing Base; additionally, if a requested Revolving Loan or Letter of Credit would result in the commencement of a Compliance Period, Borrowers shall provide Agent with a certificate of the Borrowing Base; (iii) as soon as possible after the end of each month (but in any event within ten (10) Business Days after the end thereof), on a monthly basis or more frequently as Agent may request (if such request is made at a time when a Default or Event of Default has occurred and is continuing or at any other time where such request is made by Agent in good faith), (A) perpetual inventory reports, (B) inventory reports by location and category (and including the amounts of Inventory and the value thereof at any leased locations and at premises of warehouses, processors or other third parties), (C) agings of accounts receivable (together with a reconciliation to the previous month’s aging and general ledger) and (D) agings of accounts payable (and including information indicating the amounts owing to owners and lessors of leased premises, warehouses, processors and other third parties from time to time in possession of any Collateral); (iv) upon requestAgent’s request (if such request is made during its periodic field examinations or at a time when a Default or Event of Default has occurred and is continuing or at any other time where such request is made by Agent in good faith), (A) copies of customer statements, purchase orders, sales invoices, credit notesmemos, remittance advices and reports, and copies of deposit slips and bank statements, (B) copies of shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iiiC) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, invoices and delivery documents for Inventory and Equipment acquired by that Trading Companyany Borrower or Guarantor; (iv) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; and. (jb) certificates If any Borrower’s or Guarantor’s records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, such Borrower and Guarantor hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Agent and to follow Agent’s instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will The Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents at the following times in form satisfactory to the Agent: : (a) on a monthly basis, or more frequently if requested by the Agent, and on a weekly basis on each Wednesday based on figures as during any period in which the outstanding amount of the previous Friday, a Borrowing Base Certificate incorporating, inter aliaLoans exceeds seventy percent (70%) of Availability, a schedule of credit notes, a summary of collections of accounts receivable, a schedule of the Borrower's Accounts (with the information for Eligible Unbilled Account Receivables separately broken out and stated) created since the last such scheduleschedule and a Borrowing Base Certificate; (b) on a monthly basis, or more frequently if requested by Agent, an aging of the Borrower's Accounts, together with a reconciliation to the previous month's aging of the Borrower's Accounts and to the Borrower's general ledger, in each case with the information for Eligible Unbilled Account Receivables separately broken out and stated; (c) on a monthly basis, or more frequently if requested by Agent, an aging of the Borrower's accounts payable; (d) on a monthly basis (or more frequently if requested by the Agent), Inventory reports by category, with effect additional detail showing additions to and deletions from any Inventory Eligibility Date, a report of the Inventory balance Inventory; (by location) based on the perpetual inventory reports and such further details as the Agent may request; (be) upon request, copies of invoicesinvoices in connection with the Borrower's Accounts, customer statements, credit notesmemos, remittance advices and reports, deposit slips, shipping and delivery documents; documents in connection with the Borrower's Accounts (cwith the information for Eligible Unbilled Account Receivables separately broken out and stated) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month, together with a specific breakdown (in reasonable detail) of the monthly ageings of accounts payable to the largest ten supplier creditors of Ideal and details of the Inventory held by Ideal in respect of such accounts payable and each such supplier; (h) with effect from any Inventory Eligibility Date, upon request, copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; the Borrower, purchase orders and invoices; (if) upon request, a statement of the balance of each of the Intercompany Accounts; (g) such other reports as to the Collateral and of the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to timetime (with the information for Eligible Unbilled Account Receivables separately broken out and stated); and and (jh) certificates with the delivery of each of the foregoing, a certificate of the Borrower executed by an officer of Ideal thereof certifying as to the accuracy and completeness of the foregoing;. If any of the Borrower's records or reports of the Collateral are prepared by an accounting service or other agent, the Borrower hereby authorizes such service or agent to deliver such records, reports, and related documents to the Agent, for distribution to the Lenders.

Collateral Reporting. it will provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Provide 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 of each 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 during the term of this Agreement, a summary aging, by vendor, of each Borrower's accounts payable and any book overdraft, (d) on a weekly basis, Inventory reports specifying each Borrower's cost and the wholesale market value of its Inventory by category, with additional detail showing additions to and deletions from the Inventory (provided, that the Inventory report with respect of the immediately preceding month; to raw materials shall be delivered on a monthly basis), (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 each Borrower, purchase orders and invoices, (h) on a quarterly basis, a detailed list of each 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 each 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;, Borrowers shall promptly provide to Foothill any report that Borrowers deliver 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 on each Wednesday based on figures basis, or more frequently as required by Lender at any time that Excess Availability of the previous Friday, a Borrowing Base Certificate incorporating, inter aliaBorrower is less than $7,500,000 or an Event of Default exists, a schedule of credit notessales made, a summary credits issued and cash received; (ii) as soon as possible after the end of collections each month (but in any event within ten (10) days after the end thereof), or more frequently as Lender may reasonably request, (A) perpetual inventory reports by location and category, (B) agings of accounts receivablereceivable (together with a reconciliation to the previous month's aging and general ledger); (C) agings of account payable (and including information indicting the status of payments to owners and lessors of the leased premises of Borrower), a schedule of Accounts created since the last such schedule(D) with respect to each Licensor Agreement, with effect from any Inventory Eligibility Date, (1) a report of all license fee income received by Borrower for such month and for the Inventory balance same month in the immediately preceding year, and (2) a report of all license fee income received by locationBorrower during the twelve (12) based on month period ending such month, and during the perpetual inventory reports and such further details as twelve (12) month period ending the Agent may requestsame month in the immediately preceding year; (biii) 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 reasonably request from time to time; and (jb) certificates If any of Borrower's records or reports of the Collateral are prepared or maintained by an officer accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to Lender and to follow Lender's instructions with respect to further services at any time that an Event of Ideal certifying as to the foregoing;Default exists or has occurred and is continuing.

Collateral Reporting. it will provide 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 the Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Foothill, (c) on a monthly perpetual inventory reports basis and, in any event, by category to be delivered no later than the 10th day of each month in respect during the term of this Agreement, a summary aging, by vendor, of Borrower's accounts payable and any book overdraft, (d) on a weekly basis by Tuesday of each week by as of the immediately preceding month; previous Friday, 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, (e) on each Business Day, notice of all returns, disputes, or claims, (f) upon request, copies of invoices in connection with the Accounts, customer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with the Accounts and for Inventory and Equipment acquired by Borrower, purchase orders and invoices, (g) on a quarterly basis within 30 days of each quarter end, a detailed list of Borrower's customers, (h) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of and in 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 event by no later than the 10th day of each month, a calculation of the following Dilution for the prior 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 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 the foregoing;Foothill and that all payments are to be made directly to Foothill.

Collateral Reporting. it will Each Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the -------------------- following documents at the following times in form satisfactory to the Agent: : (a) on a weekly monthly basis on not later than the twelfth day of each Wednesday based on figures as of month or more frequently if requested by the previous Friday, a Borrowing Base Certificate incorporating, inter aliaAgent or provided by the Borrowers, a schedule of credit notessuch Borrower's and Services' Accounts and a Borrowing Base Certificate, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility Date, a report as of the Inventory balance (by location) based prior month end if such Borrowing Base Certificate was delivered on a monthly basis and as of the perpetual inventory reports and date specified therein if such further details as the Agent may request; Borrowing Base certificate was provided on a more frequent than monthly basis; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing by the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th twelfth day of the following month, or more frequently if requested by Agent, an aging of such Borrower's and Services' Accounts, together with a specific breakdown reconciliation to the previous month's aging of such Borrower's and Services' Accounts and to such Borrower's and Services' general ledger; (in reasonable detailc) on a monthly basis by the fifteenth day of the following month, or more frequently if requested by Agent, an aging of such Borrower's and Services' accounts payable; (d) if requested by the Agent, on a monthly ageings of accounts payable to basis by the largest ten supplier creditors of Ideal and details fifteenth day of the following month (or more frequently if requested by the Agent), Inventory held reports by Ideal in respect of such accounts payable category, with additional detail showing additions to and each such supplier; deletions from the Inventory; (he) with effect from any Inventory Eligibility Date, upon reasonable request, copies of purchase ordersinvoices in connection with such Borrower's and Services' Accounts, invoicescustomer statements, credit memos, remittance advices and reports, deposit slips, shipping and delivery documents in connection with such Borrower's and Services' Accounts and for Inventory and Equipment acquired by that Trading Company; such Borrower or Services, purchase orders and invoices; (f) together with the delivery of each Borrowing Base Certificate, a report of sales, collections and credits; (g) on a monthly basis by the thirtieth day of the following month a report of equipment purchases and sales for such month in excess of $50,000 individually and $250,000 in the aggregate, such report to be in form, substance and detail satisfactory to the Agent; (h) on a quarterly basis, within 30 days of the end of each fiscal quarter of Borrowers, a report of all equipment purchases and sales of the Borrowers and Services during such fiscal quarter, such report to be in form, substance and detail satisfactory to the Agent; (i) upon request, a statement of the balance of each of the Intercompany Accounts; (j) such other reports as to the Collateral of the Borrowers and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) Services as the Agent shall reasonably request from time to time; and and (jk) certificates with the delivery of each of the foregoing, a certificate of the Borrowers and Services executed by an officer of Ideal thereof certifying as to the accuracy and completeness of the foregoing;. If any of either Borrower's or Services' records or reports of the Collateral are prepared by an accounting service or other agent, such Borrower hereby authorizes such service or agent to deliver such records, reports, and related documents to the Agent, for distribution to the Lenders.

Collateral Reporting. it will The Borrower shall provide the Agent, in each case in respect of each Trading Company, and on a consolidated and consolidating basis, Agent with the following documents (which shall include the Borrower and each Subsidiary) at the following times in substantially the form satisfactory previously delivered under the loan agreement relating to the AgentExisting Debt: (a) on a weekly basis on each Wednesday based on figures as of the previous Friday, a Borrowing Base Certificate incorporating, inter alia, a schedule end of credit notes, a summary of collections of accounts receivable, a schedule of Accounts created since the last such schedule, with effect from any Inventory Eligibility DateBorrower's fiscal week, a report of the Inventory inventory balance (by location) based on the perpetual inventory reports and no later than four Business Days following the end of such further details as the Agent may request; fiscal week; (b) upon request, copies of invoices, credit notes, shipping and delivery documents; (c) monthly ageings agings of accounts receivable to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (d) monthly perpetual inventory reports by category to be delivered no later than the 10th day of each month in respect of the immediately preceding month; (e) on a monthly basis, a report listing the top ten (10) customers of Ideal during that month, providing (i) details of the level of sales made to each such customer; (ii) details of any credit notes issued to each such customer or any other account adjustments made in respect of such customer; and (iii) the amount of cash actually received from each such customer during the relevant month; (f) with effect from any Inventory Eligibility Date, upon request, monthly perpetual inventory reports with effect from any Inventory Eligibility Date, a quarterly report of all Inventory based on a physical stock count; (g) monthly ageings of accounts payable no later than the 10th day of the following month; (c) monthly departmental inventory reports, together with a specific breakdown (in reasonable detail) no later than the 10th day of the following month (it being understood that the Borrower shall have no obligation to provide such information with respect to the PFC division of the Borrower until the earlier of (i) 90 days after the Closing Date or (ii) the date such information is available); (d) monthly ageings agings of accounts payable payable, no later than the 10th day of the following month; (e) a monthly Sales to Gross Margin analysis report by location (including, without limitation, summary information regarding the results of cycle counts of Inventory), prepared in a manner consistent with the Borrower's past practices, no later than the 30th day of the following month (it being understood that the Borrower shall have no obligation to provide such information with respect to the largest ten supplier creditors of Ideal and details PFC division of the Inventory held by Ideal in respect Borrower until the earlier of (i) 90 days after the Closing Date or (ii) the date such accounts payable information is available); (f) upon reasonable request, additional cycle count information where available (including, without limitation, work papers and each such supplier; (h) with effect from any Inventory Eligibility Date, upon requestother back-up information), copies of purchase orders, invoices, and delivery documents for Inventory and Equipment acquired by that Trading Company; the Borrower or Subsidiary; (ig) on or before the fourth Business Day of each week, a Borrowing Base Certificate in the form of Exhibit B, as of the last Business Day of the prior week; (h) such other reports as to the Collateral and the Accounts (and each Borrower hereby authorises the Agent to make enquiries of its customers in this respect) as the Agent shall reasonably request from time to time; and and (ji) certificates of an officer of Ideal the Borrower certifying as to the foregoing;. If any of the Borrower's records or reports of the Collateral are prepared by an accounting service or other agent, the Borrower hereby authorizes such service or agent to deliver such records, reports, and related documents to the Agent.

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

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