Common use of Collateral Reporting Clause in Contracts

Collateral Reporting. Borrower shall provide the Agents with the following documents in a form satisfactory to the Agents (a) on a monthly basis or more frequently as either Agent may reasonably request (i) a Borrowing Base Certificate in the form of Exhibit I hereto (or such other form as the Administrative Agent may require), (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request), and (iii) agings of accounts payable; (b) upon reasonable request of either Agent (i) the stock status reports of Borrower, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (xi) 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 as the Agents shall reasonably request from time to time. If any of Borrower’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the 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. The Borrower shall provide the Agents Agent with the following documents at the following times in a form satisfactory to the Agents Agent: (a) on a monthly basis weekly basis, or more frequently as either Agent may reasonably request if requested by the Agent, a schedule of the Borrower's Accounts created since the last such schedule; (ib) on a Borrowing Base Certificate in monthly basis, an aging of the form of Exhibit I hereto (or such other form as the Administrative Agent may require)Borrower's Accounts, (ii) inventory reports by category and location (together with such details as a reconciliation to the mix previous month's aging of Inventory as either Agent may request)the Borrower's Accounts and to the Borrower's general ledger; (c) on a monthly basis, and (iii) agings an aging of the Borrower's accounts payable; (bd) 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 additional detail showing additions to and deletions from the Inventory; (e) upon reasonable request of either Agent (i) the stock status reports of Borrowerrequest, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of invoices in connection with the Borrower's Accounts, customer statements and statements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices documents in connection with the Borrower's Accounts and delivery documents for Inventory and Equipment acquired by the Borrower, purchase orders and invoices; (xif) reports by retail store location upon request, a statement of sales and operating profits for the balance of each such retail store location of the Intercompany Accounts; (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 (cg) such other reports as to the Collateral of the Borrower as the Agents Agent shall reasonably request from time to time; (h) 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 thereof certifying as to the accuracy and completeness of the foregoing. If any of the Borrower’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, the Borrower hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the Agents and Agent, for distribution to follow the instructions Lenders. The Agent shall promptly send to each Lender a copy of each Borrowing Base Certificate received from the Agents with respect to further services at any time that an Event of Default exists or has occurred and is continuingBorrower.

Collateral Reporting. Borrower shall provide the Agents Lender with the following documents in a form satisfactory to the Agents Lender: (a) on a regular basis as required by Lender, proof to the satisfaction of Lender, of the timely payment of all fees, allowances, rebates or other payments required to be made by Borrower under any Slotting Contract; (b) on a weekly basis, on the third Business Day of each week (i) a schedule of Accounts, sales made, credits issued and cash received, including copies of any statements related to the foregoing rendered to customers for such period, and (ii) a report of credits for returns for the prior week, stated in dollars and as a percentage of gross sales for such period; (c) on a monthly basis basis, on or before the tenth (10th) Business Day of such month for the immediately preceding month or more frequently as either Agent Lender may reasonably request request, (i) a Borrowing Base Certificate in the form agings of Exhibit I hereto (or such accounts payable, lease payables, slotting fees payable and other form as the Administrative Agent may require)payables, (ii) inventory reports by category of customer rebates and location (with such details as to the mix of Inventory as either Agent may request), customer discounts and (iii) agings of accounts payable; (b) upon reasonable request of either Agent (i) the stock status reports of Borrower, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory Accounts (net of markdownsthe month's returns and allowances on a basis consistent with historical practices); (d) upon Lender's request, (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, (viiii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ixii) copies of shipping and delivery documents, and (xiii) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower; (e) 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 (xi10) 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 Business Days prior to the Credit Card Agreementsentering 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 (cg) such other reports as to the Collateral or other property which is security for the Obligations as the Agents Lender shall reasonably request from time to time. If any of Borrower’s 's records or reports of the Collateral or other property which is security for the Obligations 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 the Agents Lender and to follow the Lender's 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. The Borrower shall provide the Agents Agent with the following documents at the following times in a form satisfactory to the Agents Agent: (a) on Tuesday and Friday of each week, the aging summary of the Borrower's Accounts as summarized on Borrower's daily business status report, together with a reconciliation to the corresponding Borrowing Base and, on a monthly basis, a detailed aging of the Borrower's Accounts with a reconciliation to the Borrower's general ledger and the Borrower's daily business status report as of the month end; (b) on a monthly basis by the 10th day of the following month, or more frequently as either Agent may reasonably request (i) a Borrowing Base Certificate in if requested by the form Agent, an aging of Exhibit I hereto (or such other form as the Administrative Agent may require), (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request), and (iii) agings of Borrower's accounts payable; (bc) on Tuesday and Friday of each week, a detailed calculation of Eligible Accounts and Eligible Inventory (current as of the previous Business day); (d) on Tuesday and Friday of each week, Inventory reports by location as indicated on the Borrower's daily business status reports and, on a monthly basis, Inventory reports by category, together with a reconciliation of Inventory reported on the last Borrowing Base Certificate (the form of which is attached as Exhibit C) and to the Borrower's general ledger; (e) upon reasonable request of either Agent (i) the stock status reports of Borrowerrequest, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of invoices in connection with the Borrower's Accounts, customer statements and statements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices documents in connection with the Borrower's Accounts and delivery documents for Inventory and Equipment acquired by the Borrower, purchase orders and invoices; (xif) reports by retail store location upon request, a statement of sales and operating profits for the balance of each such retail store location of the Intercompany Accounts; (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 (cg) such other reports as to the Collateral of the Borrower as the Agents Agent shall reasonably request from time to time; and (h) with the delivery of each of the foregoing, a certificate of the Borrower executed by an officer thereof certifying as to the accuracy and completeness of the foregoing. If any of the Borrower’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, the Borrower hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the Agents and Agent, for distribution 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 continuingLenders.

Collateral Reporting. Each Borrower shall will provide the Agents Lender with the following documents at the following times in a form satisfactory to the Agents Lender: (a) on a monthly basis or more frequently as either Agent may reasonably request (i) daily basis, a Borrowing Base Certificate borrowing base certificate in the form of Exhibit I hereto EXHIBIT C hereto; (or b) on at least a weekly basis, a schedule of accounts created since the last such other form as schedule; (c) on a daily basis, a schedule of remittance advices, credit memos and reports, and a schedule of collections of accounts receivable; (d) upon request, copies of invoices, credit memos, shipping and delivery documents; (e) by the Administrative Agent may requirefifteenth day of each month monthly agings of accounts receivable; (f) by Friday of each week, a weekly warehouse perpetual inventory 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 (ii) inventory reports by category and but Retail Inventory need not be designated on a location-by-location (with such details as to the mix of Inventory as either Agent may requestbasis), and in each case including a listing by product category of quantities of all inventory owned by Borrower; (iiih) by the fifteenth day of each month, monthly agings of accounts payable; (bi) upon reasonable request of either Agent (i) the stock status reports of Borrowerrequest, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices invoices, and delivery documents for Inventory and Equipment acquired by such Borrower, ; (xi) 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 (cj) such other reports as to the Collateral as the Agents Lender shall reasonably request from time to time; and (k) certificates of an officer of 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 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, such Borrower hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the 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 continuingLender."

Collateral Reporting. Borrower shall provide the Agents Lender with the following documents in a form satisfactory to the Agents Lender: (a) on a monthly basis Tuesday of each week as of the close of business of the immediately preceding Saturday or Sunday, as applicable, or more frequently as either Agent Lender may reasonably request request, a schedule of Operating Subsidiary Eligible Inventory, Operating Subsidiary Eligible Active Inventory, Operating Subsidiary Eligible Return Inventory, WEI Eligible Inventory, WEI Eligible Active Inventory, and WEI Eligible Return Inventory, setting forth the location thereof and the aggregate cost of each such category of Inventory (currently reported on the "STAR" system) (including vendor discounts), and designating Inventory in transit and Inventory to be purchased under outstanding Letter of Credit Accommodations; (b), once each month, on or before the fifteenth (15th) Business Day of such month for the immediately preceding month, or more frequently as Lender may request, (i) reports of sales, collections, deposits in each of Borrower's depository accounts and in the Blocked Account and amounts retained by Borrower, credits issued, and Inventory purchases, and (ii) an aging of accounts payable; and (c) upon Lender's reasonable request, (i) a Borrowing Base Certificate in the form schedule of Exhibit I hereto (or such other form as the Administrative Agent may require)Accounts, (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request)Credit Card Receivables, and (iii) agings of accounts payable; (b) upon reasonable request of either Agent (i) the stock status reports of other indebtedness owed to Borrower, (ii) reports on a certificate from an authorized officer of Borrower representing that Borrower has made payment of sales and use tax payment and including monthly sales and use tax accrualstaxes during such period as Lender may designate, or, at Lender's request, other evidence of such payment, (iii) reports a certificate from an authorized officer of amounts of consigned Inventory held by Borrower by category and consignorrepresenting that all rents are current or are subject to a bona fide dispute, (iv) reports of sales of Inventory indicating net salesperpetual inventory reports, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ixvi) copies of shipping and delivery documents, (xvii) copies of purchase orders, orders and invoices and delivery documents for Inventory and Equipment acquired by Borrower, ; and (xi) reports by retail store location of sales and operating profits for each such retail store location (xiiviii) reports of sales for each category of Inventory test counts 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 book to enable the Agents to monitor the transactions pursuant to the Credit Card Agreementsphysical count adjustments and Inventory shrinkage; and (cd) such other reports as to the Collateral and other property which is security for the Obligations as the Agents Lender shall reasonably request from time to time. If any of Borrower’s 's records or reports of the Collateral or other property which is security for the Obligations 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 the Agents Lender and to follow the Lender's 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. Borrower shall provide the Agents Provide Agent (and if so requested by Agent, with copies for each Lender) with the following documents at the following times in a form satisfactory to the Agents Agent: Weekly (a) on summary agings of Accounts (including, without limitation, the Miami, Florida based Accounts owed to Borrowers by non-U.S. Account Debtors), and (b) a monthly basis or more frequently list of the top 10 customers, with total Account balances and summary agings of such Account balances, and (c) Inventory reports specifying each Borrower’s cost of its Inventory, by category. Monthly (not later than the 15th day of each month) (d) a sales journal, collection journal, and credit register since the last such schedule and calculation of the “Borrowing Base” under the First Lien Credit Agreement as either Agent may reasonably request of such date, including Asurion and Xxxxxx, and (e) a detailed calculation of the “Borrowing Base” under the First Lien Credit Agreement (including detail regarding those Accounts that are not “Eligible Accounts” under the First Lien Credit Agreement), and (f) a summary aging, by vendor, of Borrowers’ accounts payable and any book overdraft, and (g) a calculation of “Dilution” under the First Lien Credit Agreement for the prior month. Quarterly (h) a detailed list of each Borrower’s customers, (i) a Borrowing Base Certificate in the form of Exhibit I hereto (or such other form as the Administrative Agent may require)report regarding each Borrower’s accrued, (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request)but unpaid, ad valorem taxes, and (iiij) agings a copy of accounts payable; (b) upon reasonable the “Compliance Certificate” delivered under the First Lien Credit Agreement. Upon request of either by Agent (i) the stock status reports of Borrower, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viiik) copies of customer statements and invoices in connection with the Accounts, credit memos, remittance advices and reportsadvices, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documentsdocuments in connection with the Accounts and, (x) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by BorrowerBorrowers, purchase orders and invoices, (xil) copies of any inventory appraisals obtained by or for the benefit of the First Lien Lenders and any written reports regarding the results of field exams conducted by retail store location or on behalf of sales and operating profits for each such retail store location (xii) reports of sales for each category of Inventory the First Lien Lenders, 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 (cm) such other reports as to the Collateral Collateral, or the financial condition of Borrowers as the Agents shall reasonably request from time to time. If any of Borrower’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the 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 continuingAgent may request.

Collateral Reporting. Borrower shall provide Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the Agents with documents set forth below at the following documents times in a form satisfactory to Agent: Monthly (no later than the Agents 20th day of each month) or, during an Enhanced Reporting Period, weekly (no later than the third Business Day of each week for the prior week) (a) on an executed Borrowing Base Certificate, (b) a detailed aging, by total, of Borrowers’ Accounts, together with a reconciliation and supporting documentation for any reconciling items noted (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting), (c) a detailed calculation of those Accounts that are not eligible for the Borrowing Base, if Borrowers have not implemented electronic reporting, (d) a detailed Inventory system/perpetual report together with a reconciliation to Borrowers’ general ledger accounts (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting), (e) a detailed calculation of Inventory categories that are not eligible for the Borrowing Base, if Borrowers have not implemented electronic reporting, (f) a summary aging, by vendor, of Borrowers’ and their Subsidiaries’ accounts payable and any book overdraft (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting) and an aging, by vendor, of any held checks, (g) a detailed report regarding Borrowers’ and their Subsidiaries’ cash and Cash Equivalents, and (h) a monthly basis or more frequently as either Account roll-forward, in a format acceptable to Agent may reasonably request in its discretion, tied to the beginning and ending account receivable balances of Borrowers’ general ledger. Quarterly (no later than the 45th day of each quarter) (i) a Borrowing Base Certificate in the form reconciliation of Exhibit I hereto Accounts, trade accounts payable, and Inventory of Borrowers’ general ledger accounts to Borrowers’ quarterly financial statements including any book reserves related to each category. Quarterly (or such other form as the Administrative Agent may require)j) a report regarding Borrowers’ and their Subsidiaries’ accrued, (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request)but unpaid, ad valorem taxes, and (iiik) agings a Perfection Certificate or a supplement to the Perfection Certificate (if applicable for such quarterly period). Annually (l) a detailed list of accounts payable; (b) upon reasonable request Borrowers’ and their Subsidiaries’ customers, with address and contact information. Promptly after the filing thereof with the United States Secretary of either Agent (i) Labor, the stock status reports of BorrowerInternal Revenue Service or the PBGC, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viiim) copies of customer statements each annual and credit memos, remittance advices and reports, and copies other report with respect to each Pension Plan or any trust created thereunder. Promptly upon becoming aware of deposit slips and bank statementsthe occurrence of any Notification Event, (ixn) a written notice signed by a financial officer of the Administrative Borrower, specifying the nature thereof, what action the Loan Parties propose to take with respect thereto, and, when known, any action taken or proposed by the Internal Revenue Service, the Department of Labor or the PBGC with respect thereto. Promptly upon receipt thereof, (o) copies of shipping any notice of the PBGC’s intention to terminate or to have a trustee appointed to administer any Pension Plan, and delivery documents, (xp) a copy of each estimate of withdrawal liability received by any Loan Party or ERISA Affiliate from a Multiemployer Plan. Promptly following its preparation after the conclusion of each Pension Plan’s plan year (q) a copy of the actuarial report prepared for purposes of determining a Loan Party’s or ERISA Affiliate’s minimum funding obligations under Sections 412 and 430 of the IRC with respect to each Pension Plan. Upon request by Agent (r) copies of purchase orders, orders and invoices and delivery documents for Inventory and Equipment acquired by any Borrower or any Subsidiary of any Borrower, (xis) reports notice of all claims, offsets, or disputes asserted by retail store location of sales Account Debtors with respect to Borrowers’ and operating profits for each such retail store location (xii) reports of sales for each category of Inventory their Subsidiaries’ Accounts, 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 (ct) such other reports as to the Collateral or the financial condition of Borrowers and their Subsidiaries, as the Agents shall Agent may reasonably request from time to timerequest. If any of Borrower’s records or reports SCHEDULE 5.16 Post-Closing Matters Complete each of the Collateral are prepared tasks and other items set forth below at the following times (or maintained such later date as Agent may agree in writing) in a manner satisfactory to Agent: No later than 30 days after the Closing Date Administrative Borrower shall deliver to Agent the Mortgages for the Real Property located at the following locations, together with policies of title insurance, flood certificates, legal opinions and such other documentation reasonably requested 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 the Agents and to follow the instructions of the Agents Agent with respect to further all Real Property owned in fee and subject to a mortgage, in each case, in form and substance reasonably satisfactory to Agent: (a) 2000 Xxxxx Xxxx, Xxxxxxxxx, Kentucky, (b) 300 Xxxxxxx Xxx., Xxxxxxxx, Xxxxxxxx, (c) 800 Xxxxxx Xxxx 00, Xxxxxxx, Xxxxxxx, (d) 200 Xxxx Xxxxxx, Xxxxxxxx, Xxxxxxxxx, (e) 100 Xxxxxxxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxx, (f) 4000 Xxxxxxx Xxxx., Xxxxxxxxxxx, Xxxx, and (g) 30 Xxxxxx Xxxxx, Camden, South Carolina. No later than 60 days after the Closing Date Administrative Borrower shall deliver to Agent the Mortgages for the Real Property located at the following locations (unless such Real Property has been sold in the Imperial Sale prior to the date 60 days after the Closing Date), together with policies of title insurance, flood certificates, legal opinions and such other documentation reasonably requested by Agent with respect to all Real Property owned in fee and subject to a mortgage, in each case, in form and substance reasonably satisfactory to Agent: (h) 2000 X. Xxxxxxx 000, Xxxxxxx, Xxxxx (i) 200 Xxxxxx Xxxx, Chehalis, Washington; and (j) 4000 Xxxxx Xxxxx and 5000 Xxxxxx Xxxxx Xxxx, Xxxxxx, Xxxxxxxx. No later than 60 days after the Closing Date (k) Either (i) Administrative Borrower shall deliver to Agent a Control Agreement among, inter alia, Accuride, Agent, Senior Secured Noteholder Collateral Agent and Royal Bank of Canada, covering account number 1000000 (the “Existing RBC Account”) maintained by Accuride (through Fifth Third Bank) at Royal Bank of Canada, in form and substance reasonably satisfactory to Agent or (ii) Administrative Borrower shall complete each of the following: (A) Establish and maintain a new Deposit Account at Royal Bank of Canada in the name of Accuride (the “New RBC Account”), (B) Take all reasonable steps and issue all necessary instructions (x) to cause each Account Debtor to cease remitting payments to the Existing RBC Account and/or any related lockboxes and instead remit all such payments to the New RBC Account or related lockbox; and (y) to cause all amounts constituting proceeds of Accounts deposited in or otherwise received in the Existing RBC Account to be transferred, on a periodic basis acceptable to Agent, to the New RBC Account, and (C) Deliver to Agent a Control Agreement among Accuride, Agent, Senior Secured Noteholder Collateral Agent and Royal Bank of Canada, covering the New RBC Account, in form and substance reasonably satisfactory to Agent. No later than 18 calendar months after the Closing Date Provided that Wxxxx Fargo offers depository and treasury management services at on an equal or more competitive basis than other similarly situated depository and treasury management service providers in the reasonable opinion of the Administrative Borrower, (l) Establish and maintain the Loan Parties’ primary depository and treasury management relationships with Wxxxx Fargo or one or more of its Affiliates; (m) Cease using Deposit Accounts being used by Loan Parties as their primary depositary and treasury management Deposit Accounts (each, a “Subject Account”), and instead utilize the treasury-management system established with Wxxxx Fargo or one or more of its Affiliates for all such purposes; (n) Take all reasonable steps and issue all necessary instructions (i) to cause each Account Debtor to cease remitting payments to any time Subject Account and/or any related lockboxes and instead remit all such payments to a Deposit Account or related lockbox that an Event is maintained with Wxxxx Fargo or one of Default exists or has occurred its Affiliates and is continuingsubject to a Control Agreement in favor of Agent and Senior Secured Noteholder Collateral Agent; and (ii) to cause all amounts deposited in or otherwise held in any Subject Account to be transferred, on a periodic basis acceptable to Agent, to a Deposit Account that is maintained with Wxxxx Fargo or one of its Affiliates and is subject to a Control Agreement in favor of Agent and Senior Secured Noteholder Collateral Agent; and (o) Cause each Subject Account and any related lockboxes to be closed and all funds deposited or otherwise held therein to be transferred to a Deposit Account that is maintained with Wxxxx Fargo or one of its Affiliates and is subject to a Control Agreement in favor of Agent and Senior Secured Noteholder Collateral Agent. No later than 5 Business Days after the Closing Date (p) Administrative Borrower shall deliver to Agent a true and correct copy of (i) the re-issued stock certificate number 2 representing 1,000 shares of common stock of Accuride Cuyahoga Falls, Inc., together with the related stock power undated and executed by Accuride in blank, (ii) the re-issued stock certificate number 2 representing 1,000 shares of common stock of JAII Management Company, together with the related stock power undated and executed by Transportation Technologies Industries, Inc. in blank, and (iii) evidence of receipt by the Senior Secured Noteholder Collateral Agent of the originals of the stock certificates and stock powers described in the immediately foregoing clauses (i) and (ii), in each case, in form and substance reasonably satisfactory to Agent.

Collateral Reporting. Borrower shall provide the Agents Agent with the following -------------------- documents in a form satisfactory to the Agents Agent: (a) on a monthly basis or more frequently as either Agent may reasonably request request, (i) a Borrowing Base Certificate in the form of Exhibit I hereto (or such other form as the Administrative Agent may require)perpetual inventory reports, (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request)category, and (iii) agings of accounts payable; , (biv) upon reasonable request a reconciliation of either Agent (i) the stock status reports perpetual inventory report to the general ledger of Borrower, (iiv) reports on sales of the Cost and use tax payment Retail Value of the Inventory (net of markdowns) and including monthly sales and use tax accruals(vi) in the event there is any consigned Inventory, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (ivb) on a quarterly basis or more frequently as Agent may request reports by retail store location of sales and operating profits for each such retail store location; (c) upon Agent's request, (i) reports of sales for each category of Inventory indicating net salesInventory, (vii) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (iii) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viiiiv) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ixv) copies of shipping and delivery documents, and (xvi) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (xi) 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 (xiiid) upon Agent's request, 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 Agent to monitor the transactions pursuant to the Credit Card Agreements; and (ce) such other reports as to the Collateral as the Agents Agent shall reasonably request from time to time. If any of Borrower’s '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 the Agents Agent and to follow the Agent's 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. Borrower shall The Borrowers will provide the Agents Lender with the following documents documents, for each of the Borrowers, at the following times in a form satisfactory to the Agents Lender: (a) on a daily basis, a schedule of credit memos and reports, a schedule of collections of accounts receivable, and a schedule of Accounts created since the last such schedule; (b) on a daily basis a detailed list of invoices and remittances for each account; (c) on a monthly basis or more frequently as either Agent may reasonably request basis, a copy of the final page of both cash and sales journals reconciled to schedules received on a daily basis; (id) a Borrowing Base Certificate in upon request, copies of invoices, credit memos, shipping and delivery documents; (e) detailed monthly agings of accounts receivable to be delivered no later than the form 10th day of Exhibit I hereto each month respecting the immediately preceding month; (or such other form as the Administrative Agent may require), (iif) monthly inventory reports by category and location (including valuations determined on a valuation method acceptable to Lender) for all inventory located in the United States in a State in which a first priority security interest in favor of the Lender has been perfected, to be delivered by the 20th day of each month with such details as respect to the mix of Inventory as either Agent may immediately preceding month; (g) upon request), and monthly perpetual inventory reports; (iiih) monthly agings of accounts payablepayable no later than the 10th day of the following month; (b) upon reasonable request of either Agent (i) the stock status reports of Borrowerupon request, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices invoices, and delivery documents for Inventory and Equipment acquired by Borrower, the Borrowers; (xij) reports by retail store location copies of sales invoices issued against the Belgian Guaranties and operating profits for each copies of the Guarantees issued; (k) other 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 as the Agents Lender shall reasonably request from time to time. If any ; and (l) certificates of Borrower’s records an officer or reports appropriate approved employee designated by the chief executive officer, chief financial officer or treasurer of the Collateral are prepared or maintained by an accounting servicerelevant Borrower and reasonably acceptable to Lender, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents certifying as to the 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 continuingforegoing.

Collateral Reporting. Borrower shall provide the Agents Agent with the following documents statements at the following times in a form satisfactory to the Agents Agent: (a) not less frequently than once per week, a schedule of Borrower's Receivables created since the last such schedule and a Borrowing Base Certificate; (b) on a monthly basis, by the 15th day of the following month, or more frequently if requested reasonably by Agent, an aging of Borrower's Receivables, together with a reconciliation to the previous month's aging of Borrower's Receivables and to Borrower's general ledger; (c) on a monthly basis by the 20th day of the following month, or more frequently as either Agent may reasonably request if requested by Agent, an aging of Borrower's accounts payable; (id) on a Borrowing Base Certificate in the form of Exhibit I hereto weekly basis (or such other form as the Administrative Agent may requiremore frequently if requested by Agent), (ii) inventory Inventory reports by category and location (location, with such details as additional detail showing additions to and deletions from the mix of Inventory as either Agent may request)Inventory, and (iii) agings of accounts payabletogether with a reconciliation to Borrower's general ledger; (be) upon reasonable request of either Agent (i) the stock status reports of Borrowerrequest, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of invoices in connection with Borrower's Receivables, customer statements and statements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices documents in connection with Borrower's Receivables and delivery documents for Inventory and Equipment acquired by Borrower, purchase orders and invoices; (xif) reports by retail store location upon request, a statement of the balance of each of the Intercompany Receivables; (g) on a daily basis, 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 Processorscollections reports, 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; summary roll-forward report, detailed sales journal and detailed cash receipts journal, (ch) such other reports as to the Collateral of Borrower as the Agents Agent shall reasonably request from time to time; and (i) with the delivery of each of the foregoing, a certificate of Borrower executed by an officer thereof certifying as to the accuracy and completeness of the foregoing. If any of Borrower’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to Agent, for distribution to the 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 continuingLenders.

Collateral Reporting. Borrower The Borrowers shall provide provide, or cause to be provided, to the Agents with Agent the following documents at the following times in a form satisfactory to the Agents Agent: (a) on or before the fifteenth (15th) day of each month, for the preceding month end, or more frequently if requested by the Agent or needed by the Borrowers to redetermine Availability, a schedule of each Borrower's Accounts created since the last such schedule and a Borrowing Base Certificate; (b) on a monthly basis, an aging of each Borrower's Accounts, together with a reconciliation to the previous month's accounts receivable balance of such Borrower's Accounts and to its general ledger; (c) on a monthly basis, an aging of each Borrower's accounts payable; (d) on a monthly basis or more frequently as either Agent may reasonably request (i) a Borrowing Base Certificate in the form of Exhibit I hereto (or such other form as the Administrative Agent may require)for each Borrower, (ii) inventory Inventory reports by category category, with additional detail showing additions to and location (with deletions from such details as to the mix of Borrower's Inventory as either Agent may request), and (iii) agings of accounts payable; (b) upon reasonable 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 any Inventory held by such Borrower by category and consignoron consignment or approval; (e) upon the Agent's request, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of invoices in connection with each Borrower's Accounts, customer statements and statements, credit memos, remittance advices advices, and reports, deposit slips, and copies of deposit slips and bank statements, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices documents in connection with each Borrower's Accounts and delivery documents for Inventory and Equipment acquired by Borrowereach Borrower purchase orders and invoices; (f) upon request, a statement of the balance of each of the Intercompany Accounts; (xi) 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 (cg) such other reports as to the Collateral as the Agents Agent shall reasonably request from time to time; and (h) with the delivery of each of the foregoing, a certificate of the Borrowers executed by an officer of the Parent on behalf of all of the Borrowers certifying as to the accuracy and completeness of the foregoing. If any of Borrower’s the Borrowers' records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, each Borrower hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the Agents and Agent, for distribution to follow the instructions Lenders. Each of the Agents with respect items required by CLAUSES (B) through (D) preceding shall be delivered to further services at any time that an Event the Agent not later than thirty (30) days following the last day of Default exists or has occurred and is continuingeach calendar month.

Collateral Reporting. Borrower shall provide the Agents Administrative Agent with the following documents in a form satisfactory to the Agents Administrative Agent: (a) on a monthly basis or more frequently as either Agent may reasonably request required by the Administrative Agent, within thirty (30) days of each month end (increasing to a weekly basis within three (3) days of each week end during any period a Trigger Event is continuing), (i) a Borrowing Base Certificate, supported by a roll-forward of accounts receivable and inventory, with supporting details in electronic form, (ii) aged accounts receivable listing, (iii) perpetual inventory reports, (iv) journals, copies of invoices, shipping documents and such other supporting documentation as deemed necessary by the Administrative Agent; and (b) on a monthly basis as required by the Administrative Agent, within thirty (30) days of month end, (i) a Borrowing Base Certificate in as of month end with roll forward of accounts receivable and inventory from the form of Exhibit I hereto (or such other form as the Administrative Agent may require)prior month end, (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request), and (iii) agings of aged accounts payable; (b) upon reasonable 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 accrualsreceivable listing, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignoraged accounts payable listing, (iv) reports of sales of Inventory indicating net salesperpetual inventory reports, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading numbertrial balance, (vi) reports reconciliation of accounts receivable and inventory to the Cost of the Inventory (net of markdowns)Borrowing Base Certificate, trial balance and financial statements, (vii) reports on the status listing of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borroweraccruals, (viii) copies of customer statements and journals, sales invoices, credit or debit memos, remittance advices and reportsshipping documents, and copies of deposit slips and bank statements, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (xi) 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 deemed necessary by the Collateral as the Agents shall reasonably request from time to timeAdministrative Agent. F#116541 Second Amended & Restated Loan Agreement If any of the Borrower’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, the Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Agents Administrative Agent and to follow the Administrative Agent’s instructions of the Agents with respect to further services at any time that an Event of Default exists or has occurred and is continuing.. At any time the Borrower is participating in the Kraft AR Financing or any Future AR Financing that has been consented to in accordance with Section 13.3(c) of this Agreement, the Borrower shall provide the Administrative Agent with an updated Borrowing Base Certificate, supported by a rolling-forward of accounts receivable for Kraft, Mars and/or Xxxxxxx’x, as applicable, with supporting details in electronic form, upon each new submission made by the Borrower under the Kraft AR Financing or Future AR Financing, as applicable, when: (a) the value of the total collections or payments received by the Borrower from Xxxxx Xxxxx, whether in the ordinary course of business or in connection with the Kraft AR Financing are equal to or exceed four million dollars ($4,000,000) for the current calendar month, and/or (b) the value of the total collections or payments received by the Borrower from the account debtor with whom the Borrower has entered into a Future AR Financing, whether in the ordinary course of business or in connection with a Future AR Financing are equal to or exceed two million dollars ($2,000,000) for the current calendar month

Collateral Reporting. Borrower shall provide the Agents Provide Foothill with the following documents at the following times in a form satisfactory to the Agents Foothill: (a) on a weekly basis, a sales journal, collection journal, and credit register since the last such schedule and a calculation of the Borrowing Base as of such date, (b) on a monthly basis or more frequently as either Agent may reasonably request and, in any event, by no later than the 10th day of each fiscal month during the term of this Agreement, (i) a detailed calculation of the Borrowing Base, and (ii) a detailed aging by due date, by total, of the Accounts (such aging to segregate the Tooling and/or Engineering Service Accounts from the other Accounts) of Borrower, together with a reconciliation to the detailed calculation of the Borrowing Base Certificate previously provided to Foothill, (c) on a monthly basis and, in any event, by no later than the 10th day of each fiscal month during the term of this Agreement, a summary aging, by vendor, of Borrower's accounts payable and any book overdraft, (d) on a weekly basis, Inventory reports specifying Borrower's cost and the wholesale market value of its Inventory by category, with additional detail showing additions to and deletions from the Inventory, (e) on a weekly basis a report identifying those Accounts which have been invoiced to the customer thereof but with respect to which the Inventory has not yet been shipped, (f) on each Business Day if requested by Foothill, notice of all returns, disputes or claims (other than claims described in the form of Exhibit I hereto warranty claims report delivered to Foothill pursuant to clause (or such other form as the Administrative Agent may requireh) below), (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request), and (iii) agings of accounts payable; (bg) upon reasonable request of either Agent (i) the stock status reports of Borrowerrequest, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of invoices in connection with the Accounts, customer statements and statements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices documents in connection with the Accounts and delivery documents for Inventory and Equipment acquired by Borrower, purchase orders and invoices, (xih) reports by retail store location on a quarterly basis, a detailed list of sales Borrower's customers and operating profits a warranty claims report in form and substance satisfactory to Foothill, (i) on a monthly basis, a calculation of the Dilution 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 Agreementsprior fiscal month; and (cj) such other reports as to the Collateral or the financial condition of each Borrower as the Agents shall reasonably Foothill may request from time to time. If any of Borrower’s records or reports of Original sales invoices evidencing daily sales shall be mailed by Borrower to each Account Debtor and, at Foothill's direction, the Collateral invoices shall indicate on their face that the Account has been assigned to Foothill and that all payments are prepared or maintained by an accounting service, contractor, shipper or other agentto be made directly to Foothill. In addition to the foregoing, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent shall promptly provide to deliver such records, reports, and related documents Foothill any report that Borrower delivers to the 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 continuingGeneral Motors Corporation.

Collateral Reporting. Borrower shall provide Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the Agents with documents set forth below at the following documents times in a form satisfactory to the Agents Agent: Upon request of Agent (a) on a monthly basis or more frequently as either Agent may reasonably request (i) a Borrowing Base Certificate in the form of Exhibit I hereto (or such an Account roll-forward with supporting details supplied from sales journals, collection journals, credit registers and any other form as the Administrative Agent may require)records, (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request), and (iii) agings of accounts payable; (b) upon reasonable request notice of either Agent (i) the stock status reports all claims, offsets, or disputes in an amount in excess of $50,000 asserted by Account Debtors with respect to Borrower's and its Subsidiaries' Accounts, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viiic) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ix) copies of invoices together with corresponding shipping and delivery documents, (x) copies of purchase ordersand credit memos together with corresponding supporting documentation, with respect to invoices and delivery documents for Inventory and Equipment acquired by Borrowercredit memos in excess of an amount determined in the sole discretion of Agent, (xi) 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 from time to time, 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 (cd) such other reports as to the Collateral or the financial condition of Borrower and its Subsidiaries, as Agent may reasonably request. Monthly (no later than the Agents shall reasonably request from time 10th day of each month), or more frequently as requested by Agent in its discretion (a) Inventory system/perpetual reports specifying the cost and the wholesale market value of Borrower's and its Subsidiaries' Inventory, by category, with additional detail showing additions to time. If any and deletions therefrom (delivered electronically in an acceptable format, if Borrower has implemented electronic reporting), (b) a detailed aging, by total, of Borrower’s records or reports Accounts, together with a reconciliation and supporting documentation for any reconciling items noted (delivered electronically in an acceptable format, if Borrower has implemented electronic reporting), (c) a detailed Inventory system/perpetual report together with a reconciliation to Borrower’s general ledger accounts (delivered electronically in an acceptable format, if Borrower has implemented electronic reporting), (d) a summary aging, by vendor, of Borrower’s and its Subsidiaries' accounts payable and any book overdraft (delivered electronically in an acceptable format, if Borrower has implemented electronic reporting) and an aging, by vendor, of any held checks, (e) detailed report regarding Borrower’s and its Subsidiaries' cash and Cash Equivalents, including an indication of which amounts constitute Qualified Cash, (f) Account roll-forward, in a format acceptable to Agent in its discretion, tied to 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, reportsbeginning and ending account receivable balances of Borrower’s general ledger, and (g) Backlog report with customer names, amounts, estimated ship date, revenue and gross profit for each item on such report. Monthly (no later than the 30th day of each month) a reconciliation of Accounts, trade accounts payable, and Inventory of Borrower’s general ledger accounts to its monthly financial statements including any book reserves related documents to each category. Quarterly a report regarding Borrower’s and its Subsidiaries’ accrued, but unpaid, ad valorem taxes Semi-annually a supplement to the Agents Perfection Certificate Annually a detailed list of Borrower’s and to follow the instructions of the Agents its Subsidiaries’ customers, with respect to further services at any time that an Event of Default exists or has occurred address and is continuingcontact information.

Collateral Reporting. Borrower shall provide Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the Agents with documents set forth below at the following documents times in a form satisfactory to Agent: If (x) no Covenant Testing Period is in effect, monthly (no later than the Agents 20th day of each month), or (y) Covenant Testing Period is in effect, weekly (no later than the third Business Day of each week, commencing with the first such day to occur during any Covenant Testing Period), (a) on an executed Borrowing Base Certificate, (b) a detailed aging, by total, listing each Borrower’s billed and unbilled Accounts (in the case of unbilled Accounts, aged by reference to the service date), together with a reconciliation and supporting documentation for any reconciling items noted (c) a reconciliation of billed and unbilled Accounts, accounts payable, and, to the extent Inventory is included in the Borrowing Base, Inventory of Borrowers’ to the general ledger, and from the general ledger to its monthly basis financial statements, including any book reserves related to each category, (d) a detailed calculation of those Accounts that are not eligible for the Borrowing Base, (e) notice of all claims, offsets, or more frequently as either Agent may reasonably request disputes asserted by Account Debtors with respect to each Borrower’s Accounts, (f) to the extent Inventory is included in the Borrowing Base, Inventory system/perpetual reports specifying the net book value of each Borrower’s Inventory, by category, (g) to the extent Inventory is included in the Borrowing Base, a detailed calculation of Inventory categories that are not eligible for the Borrowing Base, (h) a summary aging, by vendor, of each Loan Party’s accounts payable and any book overdraft and an aging, by vendor, of any held checks, and (i) a Borrowing Base Certificate in detailed report regarding each Loan Party’s and its Subsidiaries’ cash and Cash Equivalents, including an indication of which amounts constitute Qualified Cash. Quarterly (no later than the form 45th day after the end of Exhibit I hereto (or such other form as the Administrative Agent may requireeach fiscal quarter), (iij) inventory reports by category a report regarding each Loan Party’s and location (with such details as to the mix of Inventory as either Agent may request)its Subsidiaries’ accrued, but unpaid, ad valorem taxes, and (iiik) agings a Perfection Certificate or a supplement to the Perfection Certificate. Annually (no later than 90 days after the end of accounts payable; each fiscal year) (bl) upon reasonable a detailed list of each Loan Party’s and its Subsidiaries’ customers, with address and contact information. Upon request of either Agent (i) the stock status reports of Borrowerby Agent, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viiim) copies of customer statements purchase orders and credit memos, remittance advices and reports, and copies of deposit slips and bank statementsinvoices for Inventory acquired by any Loan Party or its Subsidiaries, (ixn) copies of invoices together with corresponding shipping and delivery documents, (x) copies of purchase ordersand credit memos together with corresponding supporting documentation, with respect to invoices and delivery documents for Inventory and Equipment acquired by Borrowercredit memos in excess of an amount determined in the sole discretion of Agent, (xi) 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 from time to time, 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 (co) such other reports as to the Collateral of any Loan Party and its Subsidiaries, as the Agents shall Agent may reasonably request from time to timerequest. If any EXHIBIT A-1 FORM OF ASSIGNMENT AND ACCEPTANCE AGREEMENT This ASSIGNMENT AND ACCEPTANCE AGREEMENT (“Assignment Agreement”) is entered into as of Borrower’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, _______________ ________________ between _______________________________ (“Assignor”) and related documents _______________________________ (“Assignee”). Reference is made to the Agents Agreement described in Annex I hereto (the “Credit Agreement”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to follow them in the instructions of the Agents with respect to further services at any time that an Event of Default exists or has occurred and is continuingCredit Agreement.

Collateral Reporting. The Borrower shall provide the Agents Agent with the following documents at the following times in a form reasonably satisfactory to the Agents Agent: (a) on a monthly basis weekly basis, or more frequently as either Agent may reasonably request (i) if requested by the Agent, a schedule of the Accounts created since the last such schedule and a Borrowing Base Certificate Certificate; (b) on a monthly basis, by the twentieth (20th) day of the following month, or more frequently if requested by the Agent, an aging of the Accounts; (c) on a monthly basis, by the twentieth (20th) day of the following month, a summary of professional fees and disbursements incurred by the Borrower and the Guarantors and any statutory committee in the form Bankruptcy Cases, a comparison of Exhibit I hereto those payments during the preceding month to the Fee Budget for that month and a summary of all such fees and expenses that remain unpaid; (d) on a monthly basis by the last day of the following month (or such other form as more frequently if requested by the Administrative Agent may requireAgent), (ii) inventory Inventory reports by category and location (location, with such details as additional detail showing additions to and deletions from the Inventory, together with a reconciliation to the mix of Inventory as either Agent may request), and (iii) agings of accounts payableBorrower's general ledger; (be) upon reasonable request of either Agent (i) the stock status reports of Borrowerrequest, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of invoices in connection with the Accounts, customer statements and statements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices documents in connection with the Accounts and delivery documents for Inventory and Equipment acquired by Borrowerthe Borrower or any Guarantor, purchase orders and invoices; (xif) reports by retail store location upon request, a statement of sales and operating profits for the balance of each such retail store location of the Intercompany Accounts; (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 (cg) such other reports as to the Collateral as the Agents Agent shall reasonably request from time to time; and (h) with the delivery of each of the foregoing, a certificate of the Borrower executed by an officer thereof certifying as to the accuracy and completeness of the foregoing. If the Borrower's or any of Borrower’s Guarantor's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, the Borrower and such Guarantor hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the Agents and Agent, for distribution 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 continuingLenders.

Collateral Reporting. Borrower Borrowers shall provide the Agents Lender with the following documents in a form satisfactory to the Agents Lender: (a) on a monthly basis or more frequently as either Agent Lender may reasonably request (i) a Borrowing Base Certificate in the form of Exhibit I hereto (or such other form as the Administrative Agent may require)request, (ii) perpetual inventory reports by category and location (with such details as to the mix reports of sales of Inventory as either Agent may request)by store, and (iii) agings of accounts payable; (b) upon reasonable request of either Agent on a weekly basis or more frequently as Lender may request, (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 Inventory, indicating net sales, (v) ii reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower Borrowers related to the applicable documentary letter of credit and/or xxxx of lading number, (viii) reports of amounts of consigned Inventory held by Borrowers by category and consignor, (iv) reports of the Cost and Retail Value of the Inventory (net of markdowns), (viic) upon Lender's request, (i) reports on the status of all payments to owners Accounts, including aggregate outstanding amounts by category, payments, accruals and lessors of the leased retail store locations of Borrower returns and other leased premises of Borrowercredits, (viiiii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ixiii) copies of shipping and delivery documentsbills of lading, (x) iv copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by BorrowerBorrowers, (xiv) reports by retail store location of sales and operating profits for each such retail store location location; (xiivi) accounts payable trial balance and (vii) reports of on sales for each category of Inventory and use tax collections, deposits and payments, including monthly sales and use tax accruals; (xiiid) accounts receivable detail as Lender may request; (e) upon Lender's request, the monthly statements received by Borrower Borrowers 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 Lender to monitor the transactions pursuant to the Credit Card Agreements; and (cf) such other reports as to the Collateral as the Agents Lender shall reasonably request from time to time. If any of Borrower’s Borrowers' records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower Borrowers hereby irrevocably authorizes authorize such service, contractor, shipper or agent to deliver such records, reports, and related documents to the 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 continuingLender.

Collateral Reporting. The Borrower shall provide the Agents Lender with the following documents and information at the following times in a form agreed upon by the Borrower and the Lender prior to the Closing Date or in such other form as is reasonably satisfactory to the Agents Lender: (a) on a monthly basis or more frequently as either Agent may reasonably request (i) weekly basis, a Borrowing Base Certificate in the form schedule of Exhibit I hereto (or such other form as the Administrative Agent may require), (ii) inventory reports by category and location (with such details as to the mix collections of Inventory as either Agent may request)accounts receivable, and (iii) agings a schedule of accounts payableAccounts created since the last such schedule; (b) upon reasonable request by the Lender, a schedule of either Agent (i) remittance advices no later than five Business Days following the stock status reports of Borrower, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports end of the Cost of week; (c) upon request by the Inventory (net of markdowns)Lender, (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 customer statements and invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ix) copies of shipping and delivery documents; (d) monthly agings of accounts receivable to be delivered no later than the 15th day of each month respecting the immediately preceding month; (e) monthly agings of accounts payable no later than the 15th day of the following month; (f) upon request, (x) copies of purchase orders, invoices invoices, and delivery documents for Inventory and Equipment acquired by the Borrower, ; (xi) 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 (cg) such other reports as to the Collateral (including without limitation reports as to Equipment and Inventory) as the Agents Lender shall reasonably request from time to time; and (h) certificates of an officer of the Borrower certifying as to the foregoing. If (x) an Event of Default has occurred, or (y) Loans outstanding exceed 60% of Availability (assuming no Loans are outstanding), or (z) Availability is less than four million dollars ($4,000,000), then, upon request from the Lender, the Borrower shall provide the information specified in clause (a) of this Section 7.8 on a daily basis and the Lender shall have the right to retain the services of a collateral monitoring company (at the Borrower's expense) to aid in providing and assessing any and all reports relating to Accounts and collections as may be designated by the Lender from time to time. If any of the Borrower’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, the Borrower hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the 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 continuingLender.

Collateral Reporting. Borrower shall provide the Agents Provide Foothill with the following documents at the following times in a form satisfactory to the Agents Foothill: (a) on a weekly basis, a sales journal, collection journal, and credit register since the last such schedule and a calculation of the Borrowing Base as of such date, (b) on a monthly basis or more frequently as either Agent may reasonably request and, in any event, by no later than the 10th day of each fiscal month during the term of this Agreement, (i) a detailed calculation of the Borrowing Base, and (ii) a detailed aging by due date, by total, of the Accounts of each Borrower, together with a reconciliation to the detailed calculation of the Borrowing Base Certificate previously provided to Foothill, (c) on a monthly basis and, in any event, by no later than the form 10th day of Exhibit I hereto each fiscal month during the term of this Agreement, a summary aging, by vendor, of each Borrower's accounts payable and any book overdraft, (or such other form as d) on a weekly basis, Inventory reports specifying each Borrower's cost and the Administrative Agent may requirewholesale 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 to raw materials shall be delivered on a monthly basis), (iie) inventory reports by category and location (with such details as on a weekly basis a report identifying those Accounts which have been invoiced to the mix of customer thereof but with respect to which the Inventory as either Agent may request), and (iii) agings of accounts payable; (b) upon reasonable request of either Agent (i) the stock status reports of Borrowerhas not yet been shipped, (iif) reports on sales and use tax payment and including monthly sales and use tax accrualseach Business Day if requested by Foothill, notice of all returns, disputes or claims (iiiother than claims described in the warranty claims report delivered to Foothill pursuant to clause (h) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdownsbelow), (viig) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrowerupon request, (viii) copies of invoices in connection with the Accounts, customer statements and statements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices documents in connection with the Accounts and delivery documents for Inventory and Equipment acquired by each Borrower, purchase orders and invoices, (xih) reports by retail store location on a quarterly basis, a detailed list of sales each Borrower's customers and operating profits a warranty claims report in form and substance satisfactory to Foothill, (i) on a monthly basis, a calculation of the Dilution 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 Agreementsprior fiscal month; and (cj) such other reports as to the Collateral or the financial condition of each Borrower as the Agents shall reasonably Foothill may request from time to time. If any of Borrower’s records or reports of Original sales invoices evidencing daily sales shall be mailed by each Borrower to each Account Debtor and, at Foothill's direction, the Collateral invoices shall indicate on their face that the Account has been assigned to Foothill and that all payments 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 be made directly to Foothill. In addition to the Agents and foregoing, Borrowers shall promptly provide to follow the instructions of the Agents with respect Foothill any report that Borrowers deliver to further services at any time that an Event of Default exists or has occurred and is continuingGeneral Motors Corporation.

Collateral Reporting. The Borrower shall provide the Agents Agent with the following documents at the following times in a form satisfactory to the Agents Agent: (a) on a monthly basis weekly basis, or more frequently as either Agent may reasonably request if requested by the Agent, a schedule of the Borrower's Accounts (iwith the information for Eligible Unbilled Account Receivables separately broken out and stated) created since the last such schedule and a Borrowing Base Certificate in Certificate; (b) on a monthly basis, or more frequently if requested by Agent, an aging of the form of Exhibit I hereto (or such other form as the Administrative Agent may require)Borrower's Accounts, (ii) inventory reports by category and location (together with such details as a reconciliation to the mix previous month's aging of Inventory as either Agent may request)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; (iiic) agings on a monthly basis, or more frequently if requested by Agent, an aging of the Borrower's accounts payable; (bd) on a monthly basis (or more frequently if requested by the Agent), Inventory reports by category, with additional detail showing additions to and deletions from the Inventory; (e) upon reasonable request of either Agent (i) the stock status reports of Borrowerrequest, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of invoices in connection with the Borrower's Accounts, customer statements and statements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documents, documents in connection with the Borrower's Accounts (xwith the information for Eligible Unbilled Account Receivables separately broken out and stated) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by the Borrower, purchase orders and invoices; (xif) reports by retail store location upon request, a statement of sales and operating profits for the balance of each such retail store location of the Intercompany Accounts; (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 (cg) such other reports as to the Collateral of the Borrower as the Agents Agent shall reasonably request from time to timetime (with the information for Eligible Unbilled Account Receivables separately broken out and stated); and (h) with the delivery of each of the foregoing, a certificate of the Borrower executed by an officer thereof certifying as to the accuracy and completeness of the foregoing. If any of the Borrower’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, the Borrower hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the Agents and Agent, for distribution 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 continuingLenders.

Collateral Reporting. The Borrower shall provide the Agents Agent with the following documents at the following times in a form satisfactory to the Agents Agent: (a) on a monthly basis or more frequently as either Agent may reasonably request until Availability is less then $40,000,000, and on a weekly basis thereafter, perpetual Inventory reports (i) a Borrowing Base Certificate provided that, although the weekly reports shall be derived from the Borrower's perpetual Inventory system, the weekly reports shall be subject to reconciliations and adjustments that the Borrower in the form ordinary course of Exhibit I hereto (or such other form as the Administrative Agent may require), (iibusiness performs only at month-end) inventory reports by category and location (with such details as to the mix including a detailed calculation of Inventory as either Agent may requestthat is not included among Eligible Inventory, which detailed calculation need only be furnished monthly even if perpetual Inventory reports are being furnished weekly), and (iii) agings of accounts payable; (b) upon reasonable request of either Agent (i) the stock status reports of Borrowerrequest, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of invoices in connection with the Borrower's customer statements and statements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documents, (x) copies of documents in connection with Inventory acquired and sold by the Borrower and related purchase orders, invoices orders and delivery documents for Inventory and Equipment acquired by Borrower, (xi) 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 Agreementsinvoices; and (c) upon request, a statement of the balance of each of the Intercompany Accounts; (d) such other reports as to the Collateral of the Borrower as the Agents Agent shall reasonably request from time to time; (e) if Availability is less then $40,000,000 thereafter on a daily basis thereafter, copies of the settlement statements provided under the WRI Participation Agreements; and (f) with the delivery of each of the foregoing, a certificate of the Borrower executed by an officer thereof certifying as to the accuracy and completeness of the foregoing. If any of the Borrower’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, the Borrower hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the Agents and Agent, for distribution 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.Lenders

Collateral Reporting. Borrower Each Borrower, a portion of whose assets are included in the Borrowing Base, shall provide the Agents Agent with the following documents at the following times in a form satisfactory to the Agents Agent (including in sufficient number, if applicable, for the Agent to provide a copy to those Lenders who request a copy thereof from the Agent): (a) on a monthly basis within ten (10) days after the end of each month (for such month), or more frequently as either Agent may if reasonably request requested by the Agent, an aging of each Borrower's Accounts, together with, within ten (i10) Business Days after the end of each month (for such month), a reconciliation to the detailed calculation of the Borrowing Base Certificate in the form of Exhibit I hereto (or and to such other form as the Administrative Agent may require), (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request), and (iii) agings of accounts payableBorrower's general ledger; (b) upon reasonable request within ten (10) days after the end of either Agent each month (i) for such month), or more frequently if reasonably requested by the stock status Agent, Inventory 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 each Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related theretoAppliance, such as freightSalton at Home, duty Personal Care and taxesWellness and In-Transit) and identifying items facility location, together with, within ten (10) Business Days after the end of Inventory in transit to Borrower related each month (for such month), a reconciliation to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports detailed calculation of the Cost of the Inventory Borrowing Base and to such Borrower's general ledger; (net of markdowns)c) upon reasonable request, (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 invoices in connection with each Borrower's Accounts, customer statements and statements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (xi) 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 in connection with such additional information with respect thereto as shall be sufficient to enable the Agents to monitor the transactions pursuant to the Credit Card AgreementsBorrower's Accounts; and (cd) such other reports as to the Collateral of such Borrower as the Agents Agent shall reasonably request from time to time; (e) on a monthly basis by the 10th day of the following month, or more frequently if requested by the Agent, an aging of such Borrower Party's accounts payable; and (f) with the delivery of each of the foregoing (other than clause (c)), a certificate of the Administrative Borrower executed by an officer thereof certifying as to the accuracy and completeness of the foregoing. The Parent shall provide the Agent with the following documents at the following times in form satisfactory to the Agent: (i) upon reasonable request, a statement of the balance of each intercompany account (including the Intercompany Account); (ii) such other reports as to the Collateral of each Borrower Party as the Agent shall reasonably request from time to time; and (iii) with the delivery of each of the foregoing, upon the request of the Agent, a certificate of the Parent executed by an officer thereof certifying as to the accuracy and completeness of the foregoing. If any of Borrower’s the Borrower Parties' records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, each Borrower Party hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the Agents and Agent, for distribution 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 continuingLenders.

Collateral Reporting. Borrower Borrowers shall provide the Agents Lender with the following documents in a form satisfactory to the Agents Lender: (a) on a monthly basis or more frequently as either Agent Lender may reasonably request request, (i) a Borrowing Base Certificate in the form of Exhibit I hereto (or such other form as the Administrative Agent may require)perpetual inventory reports, (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request)category, and (iii) agings of accounts payable; , (biv) upon reasonable request of either Agent (i) the stock status reports of Borrowersales for each category of Inventory, and (iiv) reports on sales and use tax payment collections, deposits and payments, including monthly sales and use tax accruals, (iiib) reports on a daily basis as required by Lender, a schedule of amounts of consigned Inventory held by Borrower by category Accounts, credits and consignorcollections, (ivc) on a weekly basis or more frequently as Lender may request, (i) reports of sales of Inventory Inventory, indicating gross sales, returns, allowances and net sales, (vii) 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 Borrowers related to the applicable documentary letter of credit and/or xxxx of lading number, if possible, (viiii) reports of amounts of consigned Inventory held by consignees of Borrowers by consignor, (iv) reports of the Cost of the Inventory and of markdowns taken with respect to Inventory in Borrowers' retail stores, and (net v) reports of markdowns)outstanding Letter of Credit Accommodations identifying the applicable purposes of each based on the categories referred to in Section 2.2(c) hereof, (viid) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrowerupon Lender's request, (viiii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ixii) copies of shipping and delivery documents, (xiii) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, Borrowers and (xiiv) reports by retail store location of sales and operating profits for each such retail store location location; (xiie) reports agings of sales for accounts receivable on a monthly basis or more frequently as Lender may request, setting forth the outstanding Accounts of each category of Inventory Borrower at thirty (30), sixty (60) and seventy-five (xiii75) day intervals; (f) as soon as available, but in any event not later than five (5) days after receipt by Borrowers, the monthly statements received by Borrower Borrowers 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 Lender to monitor the transactions pursuant to the Credit Card Agreements; and (cg) such other reports as to the Collateral as the Agents Lender shall reasonably request from time to time. If any of Borrower’s Borrowers' records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower Borrowers hereby irrevocably authorizes authorize such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Agents Lender and to follow the Lender's 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. Borrower shall provide the Agents Lender with the following documents in a form satisfactory to the Agents Lender: (a) on a daily basis, a schedule of sales made, credits issued and cash received; (b) on a weekly basis or more frequently as Lender may request, (i) perpetual inventory reports, and (ii) inventory reports by location, class and category; (c) on a monthly basis or more frequently as either Agent Lender may reasonably request request, (i) a Borrowing Base Certificate in the form of Exhibit I hereto (or such other form as the Administrative Agent may require), (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request), and (iii) agings of accounts payable; (b) upon reasonable request of either Agent (i) the stock status reports of Borrower, (ii) reports on sales agings of accounts receivable (together with a reconciliation to the previous month's aging and use tax payment and including monthly sales and use tax accrualsgeneral ledger), (iii) reports of amounts core return eligibility status by customer, units and dollars, with respect to customers representing Borrower's seven (7) largest customers ranked by sales volume and customers constituting more than ten percent (10%) of consigned Inventory held Eligible Accounts as of the date hereof, for the previous twenty-four (24) or twelve (12) month period, as applicable in connection with such customer's Core Return and Stock Adjustment Policies (with an acknowledgment from any such customer if requested by Borrower by category Lender), and consignor, (iv) reports copies of sales of Inventory indicating net salescore bank statements; (d) upon Lender's request, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viiii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ixii) copies of shipping and delivery documents, and (xiii) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (xi) 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 (ce) such other reports as to the Collateral as the Agents Lender shall reasonably request from time to time; provided, however, that so long as no Event of Default and no event or condition which, with notice or the passage of time or both, would constitute an Event of Default, shall exist, Borrower shall be liable for the cost and expense of no more than four (4) collateral audits in any twelve (12) month period. If any of Borrower’s '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 the Agents Lender and to follow the Lender's 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. Borrower ABT shall provide the Agents Agent with the following -------------------- documents at the following times in a form satisfactory to the Agents Agent on a consolidating basis by Borrower and Canadian Guarantor: (a) if Availability is less than $25,000,000 on a weekly basis, or, if Availability is equal to or greater than $25,000,000 for five consecutive Business Days, on a monthly basis a schedule of the Borrowers' Accounts created, collected and as to which credits have been issued since the last such schedule and a Borrowing Base Certificate; (b) on a monthly basis to be received by Agent by the twentieth day of the following month, or more frequently as either if requested by Agent may reasonably request (i) following a Borrowing Base Certificate in Default, an aging of the form of Exhibit I hereto (or such other form as the Administrative Agent may require)Borrowers' Accounts, (ii) inventory reports by category and location (together with such details as a reconciliation to the mix Borrowers' general ledger and a calculation of Inventory as either the ineligible Accounts; (c) on a monthly basis to be received by Agent may request)by the twentieth day of the following month, and (iii) agings or more frequently if requested by Agent following a Default, an aging of the Borrowers' accounts payable; (bd) upon reasonable request on a monthly basis to be received by Agent by the twentieth day of either the following month (or more frequently if requested by the Agent following a Default), Inventory reports by category (i) the stock status reports of Borrowerincluding, (ii) reports on sales and use tax payment and including monthly sales and use tax accrualsbut not limited to, (iii) reports of amounts of consigned Inventory held by Borrower on consignment), location and, if such location is not owned by category Borrower, what, if any, relationship exists with the owner of such location (i.e. consignee, processor, warehouseman), whether such location is a Key Location, with additional detail showing additions to and consignordeletions from the Inventory, (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 a reconciliation to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports Borrower's general ledger and a calculation of the Cost of the Inventory ineligible Inventory; (net of markdowns)e) upon request, (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 invoices in connection with the Borrowers' Accounts, customer statements and statements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices documents in connection with the Borrowers' Accounts and delivery documents for Inventory and Equipment acquired by Borrowerthe Borrowers, purchase orders and invoices; (xif) reports by retail store location upon request, a statement of sales and operating profits for the balance of each such retail store location of the Intercompany Accounts; (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 (cg) such other reports as to the Collateral of the Borrowers as the Agents Agent shall reasonably request from time to time; and (h) with the delivery of each of the foregoing, a certificate of the Borrowers executed by an officer thereof certifying as to the accuracy and completeness of the foregoing. If any of Borrower’s the Borrowers' records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, Borrower the Borrowers hereby irrevocably authorizes authorize such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the Agents and Agent, for distribution 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 continuingLenders.

Collateral Reporting. Borrower shall provide the Agents Provide Foothill with the following documents at the following times in a form reasonably satisfactory to the Agents Foothill: (a) at least weekly, (i) a sales journal, and collection register containing all entries since the last such journals and register delivered hereunder, (ii) a calculation of the Borrowing Base, (iii) a report summarizing all written disputes or claims with respect to Accounts received by Borrower and not previously reported to Foothill, (iv) a report with respect to unbilled Direct Accounts of Borrower, (v) a report detailing Contra Accounts with respect to Eligible Direct Accounts and Eligible Unbilled Direct Accounts, (vi) a report calculating the aggregate outstanding accrued and unpaid obligations of Borrower to U.S. West, as of the last day of the week most recently ended, with respect to connection or access charges, and detailing any accruals or payments with respect thereto that occurred during such week, (vii) a report calculating the aggregate outstanding accrued and unpaid obligations of Borrower to LECs, as of the last day of the week most recently ended, with respect to billing and collection charges payable under Billing Services Agreements, and detailing any accruals or payments with respect thereto that occurred during such week, and (viii) a report of all transactions involving any transfer, sale, or submission of Accounts by Borrower to ZPDI, or advances or payments by ZPDI to Borrower, in such detail as reasonably may be requested by Foothill to enable Foothill to verify that no such ZPDI Accounts are included within any calculation of the Borrowing Base, (b) on a monthly basis or more frequently as either Agent may reasonably request and, in any event, by no later than the fifteenth (15th) day of each month during the term of this Agreement, (i) a Borrowing Base Certificate report detailing all Collections received in any Canadian Lockbox Account during the form preceding month, for purposes of Exhibit I hereto (enabling Foothill to calculate 'clearance' or such other form as the Administrative Agent may require)'float' charges with respect thereto, and (ii) inventory reports a detailed aging, by category and location (total, of the Accounts, together with such details information as Foothill shall reasonably request to permit Foothill to prepare a reconciliation of such aging of Accounts to Foothill's month-end calculation of the mix Borrowing Base as of Inventory the end of the month most recently ended, as either Agent may request)calculated by Foothill's collateral tracking system, (c) on a monthly basis and, in any event, by no later than the twentieth (20th) day of each month during the term of this Agreement, a summary aging, by vendor, of Borrower's accounts payable and any book overdraft, (iii) agings of accounts payable; (bd) upon reasonable request of either Agent (i) the stock status reports of Borrowerrequest, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of invoices in connection with the Accounts, customer statements and statements, credit memos, remittance advices and reports, deposit slips, and copies of deposit slips purchase orders and bank statementsinvoices, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (xi) 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 (ce) such other reports as to the Collateral or the financial condition of Borrower as the Agents shall Foothill reasonably may request from time to time. If any of Borrower’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Agents and to follow the instructions of the Agents shall xxxx Account Debtors with respect to further services at Direct Accounts within 45 days after the close of any time that an Event of Default exists or has occurred and is continuingmonthly billing period.

Collateral Reporting. The Borrower shall, and shall provide cause each of its Subsidiaries to, promptly furnish to each Lender, all such financial information as the Agents with Agent shall reasonably request. Without limiting the foregoing, the Borrower will, and will cause its Subsidiaries to, furnish to the Agent, in sufficient copies for distribution by the Agent to each Lender, in such detail as the Agent or the Lenders shall request, the following: (a) at times specified in Section 5.2(k), a schedule of the Accounts created, credits given, cash collected and other adjustments to Accounts since the last such schedule and a Borrowing Base Certificate; (b) on a monthly basis, by the 20th day of the following documents in fiscal month, or more frequently if requested by the Agent, an aging of the Accounts, together with a form satisfactory reconciliation to the Agents corresponding Borrowing Base and general ledger; (ac) on a monthly basis by the 20th day of the following fiscal month, or more frequently as either Agent may reasonably request if requested by the Agent, a listing of accounts payable; (id) on a Borrowing Base Certificate in monthly basis by the form 20th day of Exhibit I hereto the following fiscal month (or such other form as more frequently if requested by the Administrative Agent may requireAgent), a detailed calculation of Eligible Accounts, Eligible Inventory and Eligible In-Transit Inventory; (iie) inventory on a monthly basis by the 20th day of the following fiscal month (or more frequently if requested by the Agent), Inventory reports by category and location (with such details including a schedule of upcoming Events in reasonably sufficient detail as to the mix of Inventory as either Agent may request), together with a reconciliation to the corresponding Borrowing Base and (iii) agings of accounts payablegeneral ledger; (bf) upon reasonable request of either Agent (i) the stock status reports of Borrowerrequest, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of invoices in connection with Accounts, customer statements and statements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices documents in connection with Accounts and delivery documents for Inventory and Equipment acquired by Borrowerthe Borrower or its Subsidiaries, purchase orders and invoices; (xig) reports by retail store location upon request, a statement of sales and operating profits for the balance of each such retail store location of the intercompany accounts; (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 (ch) such other reports as to the Collateral as the Agents Agent shall reasonably request from time to time; and (i) with the delivery of each of the foregoing, a certificate executed by an officer thereof certifying as to the accuracy and completeness of the foregoing. If any of Borrower’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, Holdings and Borrower hereby irrevocably authorizes authorize, and the Borrower shall cause its Subsidiaries to authorize, such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the Agents and Agent, for distribution 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 continuingLenders.

Collateral Reporting. The Borrower shall provide the Agents Agent with the following documents at the following times in a form satisfactory to the Agents Agent: (a) on a monthly basis or more frequently as either Agent may reasonably request basis, a schedule of the Borrower’s Accounts created since the last such schedule, which schedule shall also identify any collections, credits and other adjustments in respect of the Borrower’s Accounts since the last such schedule; (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 Borrowing Base Certificate in reconciliation to the form of Exhibit I hereto (previous month’s or such other form week’s, as the Administrative Agent case may require)be, aging of the Borrower’s Accounts and to the Borrower’s general ledger; (ii) inventory reports by category and location within ten (with such details as to 10) Business Days after the mix end of Inventory as either Agent may request)each month, an aging of the Borrower’s accounts payable; and (iii) agings within ten (10) Business Days after the end of accounts payableeach month, Inventory reports by category, with additional detail showing additions to and deletions from the Inventory; (bc) upon reasonable request of either Agent (i) the stock status reports of Borrowerrequest, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of invoices in connection with the Accounts, customer statements and statements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices documents in connection with the Borrower’s Accounts and delivery documents for Inventory and Equipment acquired by the Borrower, purchase orders and invoices; (xid) reports by retail store location upon request, a statement of sales and operating profits for the balance of each such retail store location of the Intercompany Accounts; (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 (ce) such other reports as to the Collateral as the Agents Agent shall reasonably request from time to time; and (f) with the delivery of each of the foregoing, a certificate of the Borrower executed by an officer 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 or maintained by an accounting service, contractor, shipper service or other agent, the Borrower hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the Agents and Agent, for distribution 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 continuingLenders.

Collateral Reporting. Each US Borrower shall provide the Agents Agent and Tranche B Agent with the following documents in a form satisfactory to the Agents Required Lenders: (a) on a regular basis as required by Agent, a schedule of Accounts, sales made, credits issued and cash received; (b) on a monthly basis within twenty (20) days after each month end or more frequently as either Agent Required Lenders may reasonably request request, (i) a Borrowing Base Certificate in perpetual inventory reports reconciled to the form of Exhibit I hereto (or financial statements for such other form as the Administrative Agent may require)month, (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request)category, and (iii) agings of accounts payable; (b) upon reasonable request of either Agent (i) payable reconciled to 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 consignorfinancial statements for such month, (iv) reports a reporting of sales all Chubb Insurance Company of Inventory indicating net salesCanada insured accounts receivable with a statement of any changes or deletions with respect thereto, (v) reports an officer’s certificate from a senior officer of aggregate Inventory purchases each US Borrower confirming that all amounts due and payable by such US Borrower and any Obligors in respect of (including A) all costs related theretoindebtedness for borrowed money, and (B) all rents payable in respect of Leased Real Property, have been paid on the dates such as freight, duty amounts were due and taxes) payable and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports a duly completed and executed Borrowing Base Certificate together with any information which Agent requests in connection therewith, which Borrowing Base Certificate shall, in no event, be deemed to limit, impair or otherwise affect the rights of Agent contained in this Agreement and in the Cost event of any conflict or inconsistency between the Inventory (net of markdowns)calculations made in the Borrowing Base Certificate and those made by Agent, although Agent shall be under no obligation to make its own calculations, those made by Agent shall be binding and conclusive on US Borrowers absent manifest error; and (vii) reports an officer’s certificate from a senior officer of each US Borrower setting forth all due but unpaid tax obligations as of such time; (c) on a weekly basis (or more frequently as Required Lenders may request), within one (1) Business Day following the status end of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrowereach calendar week, an accounts receivable aged trial balance; (d) upon Agent’s request, (viiii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ixii) copies of shipping and delivery documents, and (xiii) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by a US Borrower, ; (xie) reports by retail store location agings of sales and operating profits for each such retail store location accounts receivable on a monthly basis within twenty (xii20) reports of sales for each category of Inventory and (xiii) the monthly statements received by Borrower from any Credit Card Issuers days after month end or Credit Card Processors, together with such additional information with respect thereto more frequently as shall be sufficient to enable the Agents to monitor the transactions pursuant to the Credit Card AgreementsAgent may request; and (cf) such other reports as to the Collateral as the Agents Required Lenders shall reasonably request from time to time. If any of a US Borrower’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, such US Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Agents Agent and to follow the Agent’s 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. Borrower shall provide Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the Agents with documents set forth below at the following documents times in a form satisfactory to Agent: Monthly (no later than the Agents 15th day of each month), or, during any Increased Reporting Period, weekly (ano later than the 2nd Business Day of each calendar week) on a monthly basis or more frequently as either Agent may reasonably request (i) a a)a Borrowing Base Certificate Certificate, (b)a detailed aging, by total, of Borrowers’ Accounts, together with a reconciliation and supporting documentation for any reconciling items noted (delivered electronically in the form of Exhibit I hereto (or such other form as the Administrative Agent may requirean acceptable format, if Borrowers have implemented electronic reporting), (ii) inventory reports by category and location c)a detailed calculation of those Accounts that are not eligible for the Borrowing Base, if Borrowers have not implemented electronic reporting, (d)a detailed Inventory system/perpetual report together with such details as a reconciliation to the mix Borrowers’ general ledger accounts (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting), (e)a detailed calculation of Inventory as either Agent may requestcategories that are not eligible for the Borrowing Base, if Borrowers have not implemented electronic reporting, (f)Inventory system/perpetual reports specifying the cost and the wholesale market value of Borrowers’ Inventory, by category, with additional detail showing additions to and deletions therefrom (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting), (g)a summary aging, by vendor, of the Loan Parties’ accounts payable and any book overdrafts (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting) and an aging, by vendor, of any held checks, and (iiih)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. Monthly (no later than the 30th day of each month) agings (i)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. Annually (b) upon reasonable j)a detailed list of Borrowers’ customers, with address and contact information. Upon request of either by Agent (i) the stock status reports k)copies of Borrower, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ix) 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, (x) copies l)copies of purchase orders, orders and invoices and delivery documents for Inventory and Equipment acquired by Borrowerthe Loan Parties, (xi) reports m)a detailed report regarding Borrowers’ and their Subsidiaries’ cash and Cash Equivalents, (n)notice of all claims, offsets, or disputes asserted by retail store location Account Debtors with respect to Borrowers’ Accounts in excess of sales and operating profits for each such retail store location a Dollar amount determined in Agent’s sole discretion, (xii) reports of sales for each category of Inventory o)a report regarding the Loan Parties’ accrued, but unpaid, ad valorem taxes, (p)a perfection certificate duly executed by Administrative Borrower’s chief financial officer or president, 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 q)such other reports as to the Collateral or the financial condition of Borrowers and their Subsidiaries, as the Agents shall Agent may reasonably request from time to timerequest. If any of Borrower’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the 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.ACTIVE 682292377v9 Schedule 5.2-1 ACTIVE 682292377v9 Schedule A-1

Collateral Reporting. Borrower shall provide the Agents Provide Foothill with the following documents at the following times in a form satisfactory to the Agents Foothill: (a) on each Business Day, a sales journal, collection journal, and credit register since the last such schedule and a calculation of the Borrowing Base as of such date, (b) on a monthly basis or more frequently as either Agent may reasonably request and, in any event, by no later than the 10th day of each month during the term of this Agreement, (i) a detailed calculation of the Borrowing Base Certificate in the form of Exhibit I hereto (or such other form as the Administrative Agent may require)Base, and (ii) inventory reports a detailed aging, by category and location (total, of such Borrower's Accounts, together with such details as a reconciliation to the mix detailed calculation of the Borrowing Base previously provided to Foothill, (c) on a monthly basis and, in any event, by no later than the 10th day of each month during the term of this Agreement, a summary aging, by vendor, of such Borrower's accounts payable and any book overdraft, (d) on a weekly basis, Inventory as either Agent may request)reports specifying such Borrower's cost and the wholesale market value of its Inventory by category, with additional detail showing additions to and deletions from its Inventory, (iiie) agings on each Business Day, notice of accounts payable; all returns, disputes, or claims, (bf) upon reasonable request of either Agent (i) the stock status reports of Borrowerrequest, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of invoices in connection with its Accounts, customer statements and statements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices documents in connection with its Accounts and delivery documents for Inventory and Equipment acquired by such Borrower, purchase orders and invoices, (xig) reports by retail store location on a quarterly basis, a detailed list of sales and operating profits such Borrower's customers, (h) on a monthly basis, a calculation of the Dilution for each such retail store location the prior month; (xiii) reports of sales for each category of Inventory and (xiii) the monthly statements received by Borrower from any Credit Card Issuers or Credit Card Processorsupon Foothill's request, 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 AgreementsBorrowers' electronic data; and (cj) such other reports as to the Collateral or the financial condition of such Borrower as the Agents shall reasonably Foothill may request from time to time. If any of Original sales invoices evidencing daily sales shall be mailed by such Borrower to each Account Debtor and, at Foothill's direction, the invoices shall indicate on their face that such Borrower’s records or reports of the Collateral 's Account has been assigned to Foothill and that all payments 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 be made directly to the 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 continuingFoothill.

Collateral Reporting. Each Borrower shall will provide the Agents Agent with the following documents at the following times in a form satisfactory to the Agents Agent: (a) on a monthly basis weekly basis, or more frequently if requested by the Agent, a schedule of such Borrower's Accounts created since the last such schedule, prepared as either Agent may reasonably request of a date no more than five (i5) Business Days prior to the delivery date of such schedule and accompanied by a current Borrowing Base Certificate Certificate; (b) within two (2) Business Days following the receipt of remittances into such Borrower's lock-box or Payment Account, sufficient information to enable the Agent to properly apply remittances to the appropriate Borrower's account in the form correct amount; (c) on a monthly basis, by the fifteenth (15th) day of Exhibit I hereto (or each month for the immediately preceding calendar month, an aging of such other form as the Administrative Agent may require)Borrower's Accounts, (ii) inventory reports by category and location (together with such details as a reconciliation to the mix previous month's aging of Inventory as either Agent may such Borrower's Accounts and to such Borrower's general ledger; (d) upon request), and (iii) agings an aging of such Borrower's accounts payable; (be) on a monthly basis by the twentieth (20th) day of each month for the immediately preceding calendar month (or more frequently if requested by the Agent), Inventory reports by category, with additional detail showing additions to and deletions from the Inventory; (f) upon reasonable request of either Agent (i) the stock status reports of Borrowerrequest, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of invoices in connection with such Borrower's Accounts, customer statements and statements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices documents in connection with such Borrower's Accounts and delivery documents for Inventory and Equipment acquired by such Borrower, purchase orders and invoices; (xig) reports on a monthly basis, by retail store location the twenty-fifth (25th) day of sales and operating profits for each such retail store location month, a statement of the balance of each of the Intercompany Notes as of the last day of the immediately preceding calendar month; (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 (ch) such other reports as to the Collateral of such Borrower as the Agents Agent or any Lender shall reasonably request from time to time; and (i) with the delivery of each of the foregoing, a certificate of an officer of such Borrower certifying as to the accuracy and completeness of the foregoing. If any of any Borrower’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, each Borrower hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the Agents and Agent, for distribution 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 continuingLenders.

Collateral Reporting. Borrower Each Grantor shall provide the Agents Agent with the following documents at the following times in a form satisfactory to the Agents Agent: (a) at the times specified in Section 5.2(l) of the Credit Agreement, or more frequently if requested by the Agent at any time that Borrowing Base Certificates are required to be delivered on a weekly basis pursuant to the Credit Agreement, a schedule of such Grantor's Accounts created, credits given, cash collected and other adjustments to Accounts of such Grantor since the last such schedule, (b) at the times specified in Section 5.2(l) of the Credit Agreement, an aging of such Grantor's Accounts, together with a reconciliation to the corresponding Borrowing Base of such Grantor (if such Grantor is a Borrower) and, upon the request of the Agent, to such Grantor's general ledger; (c) upon the request of the Agent, an aging of such Grantor's accounts payable; (d) on a monthly basis by the 20th day of the following month (or more frequently as either Agent may if requested by the Agent), a detailed calculation of Eligible Accounts and Eligible Inventory of such Grantor (if such Grantor is a Borrower); (e) at the times specified in Section 5.2(l) of the Credit Agreement, Inventory reports in a level of detail reasonably request (i) acceptable to the Agent, together with a reconciliation to the corresponding Borrowing Base Certificate of such Grantor (if such Grantor is a Borrower) and to such Grantor's general ledger; (f) upon request, copies of invoices in the form of Exhibit I hereto (or such other form as the Administrative Agent may require), (ii) inventory reports by category and location (connection with such details as to the mix of Inventory as either Agent may request)Grantor's Accounts, and (iii) agings of accounts payable; (b) upon reasonable request of either Agent (i) the stock status reports of Borrowercustomer statements, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices documents in connection with such Grantor's Accounts and delivery documents for Inventory and Equipment acquired by Borrowersuch Grantor, purchase orders and invoices; (xig) reports by retail store location upon request of sales and operating profits for each such retail store location the Agent, a statement of the balance of any intercompany accounts; (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 (ch) such other reports as to the Collateral of such Grantor as the Agents Agent shall reasonably request from time to time; and (i) with the delivery of each of the foregoing, a certificate of such Grantor or the Parent executed by an officer thereof certifying as to the accuracy and completeness of the foregoing. If any of Borrower’s a Grantor's records or reports of any of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, Borrower such Grantor hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the Agents and Agent for distribution 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 continuingLenders.

Collateral Reporting. Borrower shall provide the Agents Agent with the following -------------------- documents in a form satisfactory to the Agents Agent: (a) as soon as possible after the end of each week, upon Agent's request, a weekly summary inventory report; (b) as soon as possible after the end of each month (but in any event within fifteen (15) days after the end thereof) on a monthly basis or more frequently as either Agent may reasonably request request, (i) a Borrowing Base Certificate in the form of Exhibit I hereto (or such other form as the Administrative Agent may require)perpetual inventory reports, (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may requestincluding in-transit inventory), and (iii) agings of accounts payable; payable (band including information indicating the status of payments to owners and lessors of the leased premises of Borrower and Noodle Kidoodle and to off-site storage facilities, warehouses and processors used by Borrower and Noodle Kidoodle), (iv) upon reasonable request a reconciliation of either Agent the perpetual inventory report to the general ledger of Borrower and the roll-forward, (iv) the stock status reports of Borrowerthe Cost and Retail Value of the Inventory (net of markdowns) and (vi) in the event there is any consigned Inventory, (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; (vii) reports by retail store location of sales and operating profits for each such retail store location; (c) upon Agent's request, (ivi) reports of sales for each category of Inventory indicating net salesInventory, (vii reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals, (iii) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viiiiv) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ixv) copies of shipping and delivery documents, and (xvi) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (xi) 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 (xiiid) upon Agent's request, 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 Agent to monitor the transactions pursuant to the Credit Card Agreements; and (ce) such other reports as to the Collateral as the Agents Agent shall reasonably request from time to time. If any of Borrower’s '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 the Agents Agent and to follow the Agent's 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. Borrower Borrowers shall provide the Agents Agent with the following documents in a form satisfactory to the Agents Agent: (a) on a weekly basis, (i) schedules of sales made, credits issued and cash received, which, after the occurrence of an Event of Default or the filing of a bankruptcy petition by or against any Borrower, and for so long as such Event of Default is continuing or such bankruptcy petition has not been dismissed, shall separately account for sales of Inventory subject to the 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) on a monthly basis basis, on or before the tenth (10th) Business Day of such month for the immediately preceding month or more frequently as either Agent may reasonably request request, (i) a Borrowing Base Certificate in the form agings of Exhibit I hereto (or such other form as the Administrative Agent may require)accounts receivable, (ii) inventory reports by category agings of accounts payable, accrued accounts payable, lease payables and location (with such details as to the mix of Inventory as either Agent may request)other payables, and (iii) agings a certificate from an authorized officer of accounts payable; (b) upon reasonable request Borrowers representing that each Borrower has made payment 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 accrualstaxes during such month or, at Agent’s request, other evidence of such payment; (c) upon Agent’s request, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viiii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ixii) copies of shipping and delivery documents, and (xiii) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (xi) 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 AgreementsBorrowers; and (cd) such other reports as to the Collateral or other property which is security for the Obligations as the Agents Agent shall reasonably request from time to time. Borrowers shall provide Agent, as soon as available, but in any event not later than five (5) days after receipt by Borrowers, with all statements received from Apple Computer and any other vendor who may hold a security interest *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. 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 Borrower’s Borrowers’ records or reports of the Collateral or other property which is security for the Obligations are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower Borrowers hereby irrevocably authorizes authorize such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Agents Agent and to follow the Agent’s 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. Canadian Borrower shall provide the Agents Agent and Tranche B Agent with the following documents in a form satisfactory to the Agents Required Lenders: (a) on a regular basis as required by Agent, a schedule of Accounts, sales made, credits issued and cash received; (b) on a monthly basis within twenty (20) days after each month end or more frequently as either Agent Required Lenders may reasonably request request, (i) a Borrowing Base Certificate in perpetual inventory reports reconciled to the form of Exhibit I hereto (or financial statements for such other form as the Administrative Agent may require)month, (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request)category, and (iii) agings of accounts payable; (b) upon reasonable request of either Agent (i) payable reconciled to 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 consignorfinancial statements for such month, (iv) reports a reporting of sales all Chubb Insurance Company of Inventory indicating net salesCanada insured accounts receivable with a statement of any changes or deletions with respect thereto, (v) reports an officer’s certificate from a senior officer of aggregate Inventory purchases Canadian Borrower confirming that all amounts due and payable by Canadian Borrower and any Obligors in respect of (including A) all costs related theretoindebtedness for borrowed money, and (B) all rents payable in respect of Leased Real Property, have been paid on the dates such as freight, duty amounts were due and taxes) payable and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports a duly completed and executed Borrowing Base Certificate together with any information which Agent requests in connection therewith, which Borrowing Base Certificate shall, in no event, be deemed to limit, impair or otherwise affect the rights of Agent contained in this Agreement and in the Cost event of any conflict or inconsistency between the Inventory (net of markdowns)calculations made in the Borrowing Base Certificate and those made by Agent, although Agent shall be under no obligation to make its own calculations, those made by Agent shall be binding and conclusive on Canadian Borrower absent manifest error; and (vii) reports an officer’s certificate from a senior officer of Canadian Borrower setting forth all due but unpaid tax obligations as of such time; (c) on a weekly basis (or more frequently as Required Lenders may request), within one (1) Business Day following the status end of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrowereach calendar week, an accounts receivable aged trial balance; (d) upon Agent’s request, (viiii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ixii) copies of shipping and delivery documents, and (xiii) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Canadian Borrower, ; (xie) reports by retail store location agings of sales and operating profits for each such retail store location accounts receivable on a monthly basis within twenty (xii20) reports of sales for each category of Inventory and (xiii) the monthly statements received by Borrower from any Credit Card Issuers days after month end or Credit Card Processors, together with such additional information with respect thereto more frequently as shall be sufficient to enable the Agents to monitor the transactions pursuant to the Credit Card AgreementsAgent may request; and (cf) such other reports as to the Collateral as the Agents Required Lenders shall reasonably request from time to time. If any of Canadian Borrower’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Canadian Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Agents Agent and to follow the Agent’s 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. Each Borrower Grantor shall provide the Agents Agent with the following documents at the following times in a form satisfactory to the Agents Agent: (a) at the times specified in Section 5.2(j) of the Credit Agreement, a schedule of such Borrower Grantor's Accounts created, credits given, cash collected and other adjustments to Accounts since the last such schedule and a Borrowing Base Certificate; (b) on a monthly basis, by the 20th day of the following month, an aging of such Borrower Grantor's Accounts, together with a reconciliation to the corresponding Borrowing Base and to such Borrower Grantor's general ledger; (c) on a monthly basis by the 20th day of the following month, an aging of such Borrower Grantor's accounts payable; (d) at the time of delivery of each Borrowing Base Certificate required to be delivered pursuant to the Credit Agreement (or more frequently as either Agent may reasonably request if requested by the Agent), a detailed calculation of Eligible Accounts and Eligible Inventory; (ie) on a Borrowing Base Certificate in monthly basis by the form 20th day of Exhibit I hereto the following month (or such other form as more frequently if requested by the Administrative Agent may requireAgent), (ii) inventory Inventory reports by category and location business division (and if requested by the Agent, location), together with a reconciliation to the corresponding Borrowing Base and to such Borrower Grantor's general ledger; (f) upon request, copies of invoices in connection with such details as to the mix of Inventory as either Agent may request)Borrower Grantor's Accounts, and (iii) agings of accounts payable; (b) upon reasonable request of either Agent (i) the stock status reports of Borrowercustomer statements, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices documents in connection with such Borrower Grantor's Accounts and delivery documents for Inventory and Equipment acquired by Borrowersuch Borrower Grantor, purchase orders and invoices; (xig) reports by retail store location upon request, a statement of sales and operating profits for the balance of each such retail store location of the Intercompany Accounts; (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 (ch) such other reports as to the Collateral of such Borrower Grantor as the Agents Agent shall reasonably request from time to time; and (i) with the delivery of each of the foregoing, a certificate of such Borrower Grantor executed by an officer thereof certifying as to the accuracy and completeness in all material respects of the foregoing; provided that with respect to any deliveries made under clauses (f), (g) and (h), such certificate shall be given upon Agent's request. If any of Borrower’s a Borrower Grantor's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, such Borrower Grantor hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the Agents and Agent, for distribution 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 continuingLenders.

Collateral Reporting. Borrower Borrowers shall provide Lender, upon Lender's request, with (a) perpetual inventory reports with reports of sales of Inventory by store, (b) copies of the Agents monthly statements received by Borrowers from any Credit Card Issuers or Credit Card Processors, together with such additional information with respect thereto as shall be sufficient to enable Lender to monitor the following documents in a form satisfactory transactions pursuant to the Agents Credit Card Agreements and (ac) such other reports as to the Collateral as Lender shall request from time to time. In addition, Borrowers shall provide Lender (I) on a monthly basis basis, on or more frequently as either Agent may reasonably request (i) before the tenth day of each month, with a Borrowing Base Certificate in the form of Exhibit I hereto (or such other form as the Administrative Agent may require), (ii) inventory reports by category and location (Rent Report with such details as respect to the mix of Inventory as either Agent may request)previous month, and (iiiII) agings with a borrowing base certificate and related collateral report, in each case in such scope and detail as Lender shall determine to be satisfactory, in its sole discretion, exercised in a commercially reasonable manner (x) on a weekly basis, on Friday of accounts payable; each week with respect to the previous week, during each of the months of July through and including November, and with respect to any other week during any other month if Excess Availability on any day during such other week is less than $7,500,000 and (by) upon except as otherwise provided in clause (x) of this sentence, on a monthly basis no later than the third Business Day of the following month during each of the months of December through and including June. Such borrowing base certificate and related collateral report may include, without limitation, at Lender's discretion, on reasonable request of either Agent prior notice to Borrowers, (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 Inventory, indicating net sales, (vii) 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 Borrowers related to the applicable documentary letter of credit and/or xxxx of lading number, (viiii) reports of amounts of consigned Inventory held by Borrowers by category and consignor, (iv) reports of the Cost and Retail Value of the Inventory (net of markdownsmarkdowns and shrink reserves), (viiv) reports on the status of all payments to owners Accounts, including aggregate outstanding amounts by category, payments, accruals and lessors of the leased retail store locations of Borrower returns and other leased premises of Borrowercredits, (viiivi) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ixvii) copies of shipping and delivery documentsbills of lading, (xviii) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by BorrowerBorrowers, (xiix) reports by retail store location of sales and operating profits for each such retail store location location; (x) accounts payable trial balance, (xi) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals; and (xii) 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 accounts receivable detail 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 as the Agents shall reasonably request from time to timeLender may request. If any of Borrower’s Borrowers' records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower Borrowers hereby irrevocably authorizes authorize such service, contractor, shipper or agent to deliver such records, reports, and related documents to the 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 continuingLender.

Collateral Reporting. Borrower shall Except during the continuance of an Event of Cash Dominion, the Company will, and will cause KAII and Kaiser Bellwood to, provide the Agents Agent with the following documents, in form and scope satisfactory to the Agent, on a monthly basis: (a) an accounts receivable summary aging report together with a reconciliation to the previous month's accounts receivable summary aging report; (b) a reconciliation of the account receivable summary aging report to the accounts receivable general ledger; (c) a monthly listing of delinquent accounts in excess of $100,000 that are thirty days past the due date or sixty-five days past the invoice date; (d) monthly inventory summary reports by category in respect of the Inventory of the Company, KAII and Kaiser Bellwood; (e) monthly inventory summary reports by location in respect of the Inventory of the Company, KAII and Kaiser Bellwood; and (f) certificates of an officer of the Company certifying on behalf of the Company as to the foregoing. During the continuance of an Event of Cash Dominion, the Company will, and will cause KAII and Kaiser Bellwood to, continue to provide the Agent with the documents described in clauses (a) through (f) above. In addition, the Company will, and will cause KAII and Kaiser Bellwood to, provide the Agent with the following documents in a form satisfactory to immediately upon any written request therefor by the Agents Agent: (a) on a monthly basis or more frequently as either Agent may reasonably request (i) a Borrowing Base Certificate in the form of Exhibit I hereto (or such other form as the Administrative Agent may require), (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request), and (iii) agings of accounts payable; (b) upon reasonable request of either Agent (i) the stock status reports of Borrower, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ix) copies of shipping and delivery documents; (b) copies of invoices, customer statements, credit memos, remittance advises and reports, and deposit slips; (xc) copies of purchase orders, invoices invoices, and delivery documents for Inventory of the Company, KAII and Equipment Kaiser Bellwood acquired by Borrower, (xi) 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 AgreementsCompany; and (cd) such other reports as to the Collateral as the Agents Agent shall reasonably request from time to time. If any of Borrower’s the Company's, Kaiser Bellwood's or KAII's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, Borrower the Company hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the 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 continuingAgent.

Collateral Reporting. (a) Borrower shall provide the Agents Lender with the following documents in a form satisfactory to the Agents Lender: (a) on a monthly basis within twenty (20) days after each month end or more frequently as either Agent Lender may reasonably request request: (i) a Borrowing Base Certificate in the form of Exhibit I hereto (or such other form as the Administrative Agent may require), (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request), and (iii) agings of accounts payable; and (ii) copies of bank statements and trial balances; (b) upon reasonable request within twenty (20) days after each month end or more frequently as Lender may request, a duly completed and executed Borrowing Base Certificate together with any information which Lender reasonably requests in connection therewith which Borrowing Base Certificate shall, in no event, be deemed to limit, impair or otherwise affect the rights of either Agent Lender 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, those made by Lender shall be binding and conclusive on Borrower absent manifest error; (c) on a weekly basis, on the Monday of each week, and if such Monday does not fall on a Business Day then on the next Business Day: (i) the stock status reports details of Borrowercash receipts, (ii) reports on sales a schedule, in the form attached herewith as Schedule 7.1(c)(ii) of the aggregate amount of cash collections made by Borrower in the preceding week together with evidence, in form and use tax payment substance satisfactory to Lender, of the deposit of such collections into the Blocked Accounts, and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignora schedule, (ivin the form attached herewith as Schedule 7.1(c)(iii) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (xi) 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 AgreementsTrailing Cash Collections; and (cd) such other reports as to the Collateral as the Agents Lender shall reasonably request from time to time. If any of Borrower’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes 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 the Agents Lender and to follow the Lender's instructions of the Agents with respect to further services at any time that an Event of Default exists or has occurred and is continuingservices.

Collateral Reporting. Canadian Borrower shall provide the Agents Agent and Tranche B Agent with the following documents in a form satisfactory to the Agents Required Lenders: (a) on a regular basis as required by Agent , a schedule of Accounts, sales made, credits issued and cash received; (b) on a monthly basis within twenty (20) days after each month end or more frequently as either Agent Required Lenders may reasonably request request, (i) a Borrowing Base Certificate in perpetual inventory reports reconciled to the form of Exhibit I hereto (or financial statements for such other form as the Administrative Agent may require)month, (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request)category, and (iii) agings of accounts payable; (b) upon reasonable request of either Agent (i) payable reconciled to 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 consignorfinancial statements for such month, (iv) reports a reporting of sales all Chubb Insurance Company of Inventory indicating net salesCanada insured accounts receivable with a statement of any changes or deletions with respect thereto, (v) reports an officer’s certificate from a senior officer of aggregate Inventory purchases Canadian Borrower confirming that all amounts due and payable by Canadian Borrower and any Obligors in respect of (including A) all costs related theretoindebtedness for borrowed money, and (B) all rents payable in respect of Leased Real Property, have been paid on the dates such as freight, duty amounts were due and taxes) payable and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports a duly completed and executed Borrowing Base Certificate together with any information which Agent requests in connection therewith, which Borrowing Base Certificate shall, in no event, be deemed to limit, impair or otherwise affect the rights of Agent contained in this Agreement and in the Cost event of any conflict or inconsistency between the Inventory (net of markdowns)calculations made in the Borrowing Base Certificate and those made by Agent, although Agent shall be under no obligation to make its own calculations, those made by Agent shall be binding and conclusive on Canadian Borrower absent manifest error; and (vii) reports an officer’s certificate from a senior officer of Canadian Borrower setting forth all due but unpaid tax obligations as of such time; (c) on a weekly basis (or more frequently as Required Lenders may request), within one (1) Business Day following the status end of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrowereach calendar week, an accounts receivable aged trial balance; (d) upon Agent’s request, (viiii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ixii) copies of shipping and delivery documents, and (xiii) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Canadian Borrower, ; (xie) reports by retail store location agings of sales and operating profits for each such retail store location accounts receivable on a monthly basis within twenty (xii20) reports of sales for each category of Inventory and (xiii) the monthly statements received by Borrower from any Credit Card Issuers days after month end or Credit Card Processors, together with such additional information with respect thereto more frequently as shall be sufficient to enable the Agents to monitor the transactions pursuant to the Credit Card AgreementsAgent may request; and (cf) such other reports as to the Collateral as the Agents Required Lenders shall reasonably request from time to time. If any of Canadian Borrower’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Canadian Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Agents Agent and to follow the Agent’s 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. Borrower Each Loan Party shall provide the Agents Agent with the following documents at the following times in a form reasonably satisfactory to the Agents Agent (and Agent shall provide same to a Lender upon request): (a) together with the delivery of each Borrowing Base Certificate, the Accounts created, credits given, cash collected and other adjustments to Accounts since the last such schedule, (b) together with the delivery of each Borrowing Base Certificate, an aging of such Loan Party’s Accounts, together with a reconciliation to the corresponding Eligible Accounts of the Loan Party and to its general ledger; (c) promptly upon the reasonable written request of the Agent, an aging of such Loan Party’s accounts payable; (d) on a monthly basis by the twentieth (20th) day of the following month (or more frequently as either if requested by the Agent may reasonably request at a time when the Borrowers are required to deliver Borrowing Base Certificates more frequently than monthly), a detailed calculation of the Eligible Accounts, Eligible Inventory and Eligible Machinery & Equipment of the Loan Parties; (e) together with the delivery of each Borrowing Base Certificate, (i) Inventory reports and managed Inventory listing in a Borrowing Base Certificate in level of detail reasonably acceptable to the form Agent, together with a reconciliation to the corresponding Eligible Inventory of Exhibit I hereto (or such other form as the Administrative Agent may require)Loan Party and its general ledger, and (ii) inventory reports by category and location a detailed list of any material changes (with such details as including additions or dispositions) to the mix Eligible Machinery & Equipment of Inventory as either Agent may request), and (iii) agings of accounts payablethe Loan Parties; (bf) promptly upon the reasonable request of either Agent the Agent, bank statements for each bank account of all Loan Parties held at any financial institution other than the Royal Bank; (ig) promptly upon the stock status reports of Borrower, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports reasonable request of the Cost of the Inventory (net of markdowns)Agent, (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 invoices in connection with such Loan Party’s Accounts, customer statements and statements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices documents in connection with such Loan Party’s Accounts and delivery documents for Inventory and Equipment acquired by Borrowersuch Loan Party, purchase orders and invoices; (xih) reports by retail store location promptly upon the reasonable request of sales and operating profits for each such retail store location (xii) reports the Agent, a statement of sales for each category the balance 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 AgreementsIntercompany Accounts; and (ci) promptly, such other reports as to the Collateral of such Loan Party as the Agents Agent shall reasonably request from time to time. If any of Borrower’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the 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. Borrower Borrowers shall provide the Agents Agent with the following documents in a form satisfactory to the Agents (aAgent:(a) on a monthly weekly basis or more frequently as either Agent may reasonably request (irequest,(i) a Borrowing Base Certificate in the form of Exhibit I hereto (or such other form as the Administrative Agent may require), (ii) perpetual inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request), and (iii) agings of accounts payable; (b) upon reasonable 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) age and identifying items of Inventory in transit to Borrower Borrowers related to the applicable documentary letter of credit and/or xxxx of lading numbernumber,(ii) report showing the Value of C Goods Inventory, and (viiii)a report of all Credit Card Receivables and Accounts arising from sales of merchandise offered for sale under any Installment Billing Program, sufficient to enable Lender to monitor the Credit Card Receivables and Accounts arising from sales of merchandise offered for sale under any Installment Billing Program, including, without limitation, any past due installments under the Installment Billing Program,(b) on a monthly basis or more frequently as Agent may request,(i) agings of accounts payable;(ii) reports of the Cost sales for each category of the Inventory Inventory, reports of aggregate inventory purchases (net including all costs related thereto such as freight, duty and taxes) and reports of markdowns)all credits and collections, and (viiiii) a report of Borrowers' Membership Fee Reimbursement Obligations; ;(c) upon Agent's request (i) reports on the status of all payments to owners sales and lessors of the leased retail store locations of Borrower use tax collections, deposits and other leased premises of Borrowerpayments, (viiiincluding monthly sales and use tax accruals,(ii) copies of customer statements and credit memos, remittance advices and reports, reports and copies of deposit slips and bank statements, (ixstatements,(iii) copies of shipping and delivery documents, (xiv) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (xi) 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 Borrowers; and (xiiiv) the monthly statements received by Borrower Borrowers 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 Agent to monitor the transactions pursuant to the Credit Card Agreements; and (cd) such other reports as to the Collateral as the Agents Agent shall reasonably request from time to time. If any of Borrower’s Borrowers' records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agentAgent, Borrower Borrowers hereby irrevocably authorizes authorize such service, contractor, shipper or agent Agent to deliver such records, reports, and related documents to the Agents Agent and to follow the Agent's 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. Borrower shall provide the Agents Provide Lender with the following documents at the following times in a form satisfactory to Lender: Monthly (not later than (i) the Agents 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 monthly basis or more frequently as either Agent may reasonably request (i) a Borrowing Base Certificate in the form (including detail regarding those Accounts of Exhibit I hereto (or such other form as the Administrative Agent may requireBorrowers that are not Eligible Accounts), (iib) inventory reports a summary aging, by category vendor, of Borrowers’ and location (with such details as to the mix of Inventory as either Agent may request)their Domestic Subsidiaries’ accounts payable and any book overdraft, and (iiic) agings a detailed report regarding Borrowers’ and their Domestic Subsidiaries’ cash and Cash Equivalents including an indication of accounts payable; which amounts constitute Qualified Cash. Quarterly (bnot 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 reasonable request by Lender, in the exercise of either Agent its Permitted Discretion (i) the stock status reports of Borrower, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viiif) copies of customer statements invoices in connection with Borrowers’ and their Domestic Subsidiaries’ Accounts, credit memos, remittance advices and reportsadvices, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documentsdocuments in connection with Borrowers’ and their Domestic Subsidiaries’ Accounts and, (x) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by BorrowerBorrowers or their Domestic Subsidiaries, (xi) reports by retail store location of sales purchase orders and operating profits for each such retail store location (xii) reports of sales for each category of Inventory invoices, 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 (cg) such other reports as to the Collateral Collateral, or the financial condition of Borrowers and their Domestic Subsidiaries, as Lender may request in the Agents shall reasonably request from time to time. If any exercise of Borrower’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the 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 continuingits Permitted Discretion.

Collateral Reporting. Borrower shall provide Provide Agent (and if so requested by Agent, with copies for each Lender) with each of the Agents with documents set forth below at the following documents times in a form reasonably satisfactory to Agent: Monthly (no later than the Agents fifteenth (a15th) on a monthly basis or more frequently as either Agent may reasonably request (i) a Borrowing Base Certificate in the form day of Exhibit I hereto (or such other form as the Administrative Agent may requireeach month), (ii) inventory reports by category and location (with such details as to the mix of Inventory as or if either Agent may request), and (iii) agings of accounts payable; (b) upon reasonable request of either Agent (i) the stock status reports of Borrower, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (xi) 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 as the Agents shall reasonably request from time to time. If any of Borrower’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the 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 (y) a Compliance Period exists, weekly (no later than Wednesday of the immediately succeeding week), or at such other times as Agent shall request in its Permitted Discretion (a) an Account roll-forward with supporting details supplied from sales journals, collection journals, credit registers and is continuing.any other records; (b) notice of all material claims, offsets, or disputes asserted by Account Debtors with respect to Borrowers’ Accounts; (c) Inventory system/perpetual reports specifying the cost of Borrowers’ Inventory, by category, with additional detail showing additions to and deletions therefrom (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting); (d) a Borrowing Base Certificate; (e) a detailed aging, by total, of Borrowers’ Accounts, together with a reconciliation and supporting documentation for any reconciling items noted (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting); (f) a detailed calculation of those Accounts that are not eligible for the Borrowing Base; (g) a detailed Inventory system/perpetual report together with a reconciliation to Borrowers’ general ledger accounts (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting); (h) a detailed calculation of Inventory categories that are not eligible for the Borrowing Base; (i) a detailed report of aging, by vendor, of Borrowers’ accounts payable and any book overdraft, including accruals with respect thereto (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting) and an aging, by vendor, of any held checks; and

Collateral Reporting. The Borrower shall provide the Agents Agent with the following documents at the following times in a form satisfactory to the Agents Agent: (a) on each Business Day, for the preceding Business Day, a schedule of each Obligor’s Accounts created, credits given, cash collected and other adjustments to such Accounts since the last such schedule; (b) on a monthly basis basis, by the twentieth day of the following month, or more frequently as either if requested by the Agent may reasonably request in writing, (i) an aging of such Accounts, together with a reconciliation to the corresponding Borrowing Base Certificate in the form of Exhibit I hereto (or such other form as the Administrative Agent may require), and to each Obligor’s general ledger; (ii) inventory reports by category and location (with such details as to the mix an aging of Inventory as either Agent may request), and (iii) agings of each Obligor’s accounts payable; (b) upon reasonable 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 a detailed calculation of amounts of consigned Eligible Accounts and Eligible Inventory held by Borrower by category (including In-Transit Inventory); and consignor, (iv) Inventory reports of sales of Inventory indicating net salesby SKU and location, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty together with a reconciliation to the corresponding Borrowing Base and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading numbergeneral ledgers; (c) upon Agent’s written request and within a reasonable time after such request, (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 invoices in connection with such Accounts, customer statements and statements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices documents in connection with such Accounts and delivery documents for Inventory and Equipment acquired by Borroweran Obligor, purchase orders and invoices; (xi) 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 (cd) such other reports as to the Collateral of the Borrower or another Obligor as the Agents Agent shall reasonably request from time to time; and (e) with the delivery of each of the foregoing, a certificate of the Borrower executed by a Responsible Officer certifying as to the accuracy and completeness of the foregoing. If any of BorrowerObligor’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, Borrower such Obligor hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the Agents and Agent, for distribution 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 continuingLenders.

Collateral Reporting. Borrower shall provide the Agents Collateral Agent with the following documents in a form satisfactory to the Agents Collateral Agent (a) on a monthly basis or more frequently as either Agent may reasonably request (i) a Borrowing Base Certificate in the form of Exhibit I hereto (or such other form as the Administrative Agent may require), (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request), and (iiiii) agings of accounts payable, and (iii) reports of sales for each category of Inventory; (b) upon reasonable request of either Agent (i) the stock status reports of Borrower, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx bxxx 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 customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (xi) reports by retail store location of sales and operating profits for each such retail store location and (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 Collateral Agent to monitor the transactions pursuant to the Credit Card Agreements; and (c) such other reports as to the Collateral as the Agents Collateral Agent shall reasonably request from time to time. If any of Borrower’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Agents Collateral Agent and to follow the instructions of Administrative Agent or, subject to the Agents prior written approval of Administrative Agent, Collateral Agent with respect to further services at any time that an Event of Default exists or has occurred and is continuing.

Collateral Reporting. Borrower shall provide the Agents Lender with the following documents in a form satisfactory to the Agents Lender: (a) on Tuesday of each week, as of the close of business of the immediately preceding Saturday, a monthly basis schedule of Eligible Inventory of Borrower, setting forth the location thereof, aggregate cost of such Eligible Inventory (currently reported on the "STAR" system) (including vendor discounts): (b) on Wednesday of each week for the immediately preceding week ending on the close of business on Saturday of that week or more frequently as either Agent Lender may reasonably request request, (i) a Borrowing Base Certificate reports of deposits in each of Borrower's depository accounts and in the form of Exhibit I hereto (or such other form as Blocked Account and amounts retained by Borrower, together with the Administrative Agent may require)separate amounts thereof arising from cash sales, Credit Card Receivables, (ii) inventory except as otherwise agreed in writing by Lender, reports of the cost and other information as required by category and location (with such details as to the mix Lender of Inventory as and other goods which are either Agent may request), acquired by Borrower with Letter of Credit Accommodations which are the subject of bills of lading and which have not been delivered to Borrower at the permitted locations of Eligible Inventory in the United States and (iii) agings an aging of merchandise accounts payablepayable and other payables (other than lease payables); (bc) upon reasonable request once each month, on or before the fifteenth (15th) Business Day of either Agent such month for the immediately preceding month or more frequently as Lender may request, (i) the stock status reports agings of Borrowerlease payables, (ii) reports on sales a schedule of Accounts, Credit Card Receivables, and use tax payment and including monthly sales and use tax accrualsother indebtedness owed to Borrower, (iii) reports the aggregate amount of amounts all sales of consigned Inventory held by Borrower by category for all Borrower's retail stores, and consignor, (iv) reports a certificate from an authorized officer of Borrower representing that Borrower has made payment of sales and use taxes during such month or, at Lender's request, other evidence of Inventory indicating net salessuch payment, (vd) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading numberupon Lender's reasonable request, (vii) reports of the Cost of the Inventory (net of markdowns)perpetual inventory reports, (viiii) 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 customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ixiii) copies of shipping and delivery documents, and (xiv) copies of purchase orders, orders and invoices and delivery documents for Inventory and Equipment acquired by Borrower, ; (xie) reports by retail store location of sales and operating profits for each such retail store location (xii) semi-annual 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 Agreementsshrinkage; and (cf) such other reports as to the Collateral and other property which is security for the Obligations as the Agents Lender shall reasonably request from time to time. If any of Borrower’s 's records or reports of the Collateral or other property which is security for the Obligations 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 the Agents Lender and to follow the Lender's 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. Borrower The Parent shall provide provide, or cause to be provided, to the Agents with 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, for the preceding Fiscal Period end, in a form reasonably satisfactory to the Agents Agent: (a) on a monthly basis or more frequently as either Agent may reasonably request schedule of each Borrower's Accounts created since the last such schedule, a schedule of each Borrower's Inventory by category (i) including the current market price for each such category), a schedule showing, for each RPA Seller Note, the unpaid principal balance and accrued interest owing thereunder, and a Borrowing Base Certificate; provided that such schedules and Borrowing Base Certificate in may be provided by the form Parent more frequently to redetermine Availability or Available Credit; (b) an aging of Exhibit I hereto (or such other form as the Administrative Agent may require), (ii) inventory reports by category and location (each Borrower's Accounts together with such details as a reconciliation to the mix previous calendar month end's accounts receivable balance of Inventory as either Agent may request), such Borrower's Accounts and to its general ledger; (iiic) agings an aging of each Borrower's accounts payable; (bd) upon reasonable request of either Agent (i) the stock status Inventory 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 for each Borrower by category and consignorlocation, 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; (ive) reports of sales of Inventory indicating net salesupon the Agent's request, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of invoices in connection with each Borrower's Accounts, customer statements and statements, credit memos, remittance advices and reports, deposit slips, and copies of deposit slips and bank statements, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices documents in connection with each Borrower's Accounts and delivery documents for Inventory and Equipment acquired by each Borrower, purchase orders, and invoices; (xif) reports by retail store location upon the Agent's request, a statement of sales and operating profits for the balance of each such retail store location of the Intercompany Accounts; (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 (cg) such other reports as to the Collateral as the Agents Agent shall reasonably request from time to time; and (h) with the delivery of each of 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 Borrower’s the Borrowers' records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, each Borrower hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the Agents and Agent, for distribution 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 continuingLenders.

Collateral Reporting. Borrower shall provide the Agents Lender with the following documents in a form satisfactory to the Agents Lender: (a) on a monthly weekly basis or more frequently as either Agent may reasonably request (i) a Borrowing Base Certificate in the form of Exhibit I hereto (or such other form as the Administrative Agent may require), (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent Lender may request), and (iii) agings a schedule of accounts payable; (b) upon reasonable 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 credits and collections and Inventory purchases (including all costs related thereto, such as freight, duty and taxes), accompanied by a certificate of Borrower's chief financial officer setting forth, in form satisfactory to Lender, the items necessary for the calculation of the amount of Loans and Letter of Credit Accommodations available to Borrower as of the date of the weekly schedule delivered to Lender under this clause (a) which such certificate accompanies (it being agreed that, notwithstanding the delivery to or acceptance of such certificate by Lender, Lender shall be entitled at all times to determine the amount of Loans and Letter of Credit Accommodations available to Borrower, as elsewhere provided herein); (b) on a monthly basis or more frequently as Lender may request, (i) perpetual Inventory reports at Cost for warehouses, distribution center(s) and identifying items of retail stores by product category (including, separately, Reserve Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading numberby product category), (viii) agings of accounts payable, and (iii) reports of the Cost of the markdowns taken with respect to Inventory in Borrower's retail stores; (net of markdowns)c) upon Lender's request, (viii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borroweras soon as available, but in any event not later than five (viii5) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired Business Days after receipt by Borrower, (xi) 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 Lender to monitor the transactions pursuant to the Credit Card Agreements, (ii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (iii) copies of shipping and delivery documents, (iv) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (v) reports by retail store location of sales and operating profits for each such retail store location and (vi) reports on sales and use tax collections, deposits and payments, including monthly sales and use tax accruals; and (cd) such other reports as to the Collateral as the Agents Lender shall reasonably request from time to time. If any of Borrower’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes authorize such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Agents Lender and to follow the Lender's 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. Borrower shall provide the Agents Provide Foothill with the following documents document at the following times in a form satisfactory to the Agents Foothill: (a) on each Business Day, a sales journal, collection journal, and credit register since the last such schedule and a calculation of the Borrowing Base as of such date, (b) on a monthly basis or more frequently as either Agent may reasonably request and, in any event, by no later than the tenth (10/th/) day of each month during the term of this Agreement, (i) a detailed calculation of the Borrowing Base Certificate in the form of Exhibit I hereto (or such other form as the Administrative Agent may require)Base, and (ii) inventory reports a detailed aging, by category and location (total, of the Accounts, together with such details as a reconciliation to the mix detailed calculation of the Borrowing Base previously provided to Foothill, (c) on a monthly basis and, in any event, by no later than the tenth (10/th/) day of each month during the term of this Agreement, a summary aging, by vendor, of Borrower's accounts payable and any book overdraft, (d) on a weekly basis, Inventory as either Agent may request)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, (iiie) agings on each Business Day, notice of accounts payable; all returns, disputes, or claims, (bf) upon reasonable request of either Agent (i) the stock status reports of Borrowerrequest, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of invoices in connection with the Accounts, customer statements and statement, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices documents in connection with the Accounts and delivery documents for Inventory and Equipment acquired by Borrower, purchase orders and invoices, (xig) reports by retail store location on a quarterly basis, a detailed list of sales and operating profits Borrower's customers, (h) on a monthly basis, a calculation of the Dilution 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 Agreementsprior month; and (ci) such other reports as to the Collateral or the financial condition of Borrower as the Agents shall reasonably Foothill may request from time to time. If any Original sales invoices evidencing daily sales shall be mailed by Borrower to each Account Debtor and, upon the occurrence of Borrower’s records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Agents and to follow the instructions of the Agents with respect to further services at any time that an Event of Default exists or at Foothill's request if Foothill deems itself insecure, the invoices shall indicate on their face that the Account has occurred been assigned to Foothill and is continuingthat all payments are to be made directly to Foothill.

Collateral Reporting. Borrower shall Each Grantor will provide the Agents Agent with the following documents at the following times in a form satisfactory to the Agents Agent: (a) on a monthly basis or more frequently as either Agent may reasonably request (i) no later than Friday of each week, a Borrowing Base Certificate in the form of Exhibit I hereto (or such other form as the Administrative Agent may requirea "Borrowing Base Certificate"), (ii) inventory reports by category and location (with such details calculated as to of a date no earlier than the mix end of Inventory the preceding week, except as either Agent may request), and (iii) agings of accounts payableotherwise provided below; (b) upon reasonable request if requested by the Agent within seven days after the end of either each month, a monthly aging of Accounts for such month; (c) if requested by the Agent with each Borrowing Base Certificate, weekly warehouse Inventory turnover reports and weekly store Inventory reports; (id) if requested by the stock status reports of BorrowerAgent, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of customer statements and credit memos, remittance advices and perpetual inventory reports, reporting Inventory by location and copies of deposit slips and bank statements, major category; (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (xi) 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 (ce) such other reports as to the Collateral as the Agents Agent shall reasonably request from time to time; and (f) certificates of an officer of such Grantor certifying as to the foregoing. If any of Borrower’s Grantor's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, Borrower such Grantor hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver copies of such records, reports, and related documents to the Agents Agent. If the Agent determines, in its sole discretion, that more timely reporting is necessary in order to administer effectively the terms hereof or to protect adequately the Secured Parties' rights and remedies hereunder, then the Grantors shall (to follow the instructions extent feasible without the necessity of hiring additional employees or materially changing its accounting and reporting systems) calculate the Agents with respect to further services at any time that an Event of Default exists or has occurred Accounts and is continuingthe Inventory in each Borrowing Base Certificate on a more timely basis.

Collateral Reporting. Borrower Borrowers shall provide the Agents Lender with the following documents in a form satisfactory to the Agents Lender: (a) on a weekly basis, (i) schedules of sales made, credits issued and cash received, which, after the occurrence of an Event of Default or the filing of a bankruptcy petition by or against any Borrower, and for so long as such Event of Default is continuing or such bankruptcy petition has not been dismissed, shall separately account for sales of Inventory subject to the 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 identifying "Qualified Merchandise" (as defined in the DFS Intercreditor Agreement), and (iv) schedules of accounts payable and accrued accounts payable to any vendor holding a security interest in any property of the Borrowers; (b) on a monthly basis basis, on or before the tenth (10th) Business Day of such month for the immediately preceding month or more frequently as either Agent Lender may reasonably request request, (i) a Borrowing Base Certificate in the form agings of Exhibit I hereto (or such other form as the Administrative Agent may require)accounts receivable, (ii) inventory reports by category agings of accounts payable, accrued accounts payable, lease payables and location (with such details as to the mix of Inventory as either Agent may request)other payables, and (iii) agings a certificate from an authorized officer of accounts payable; (b) upon reasonable request Borrowers representing that each Borrower has made payment 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 accrualstaxes during such month or, at Lender's request, other evidence of such payment; (c) upon Lender's request, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viiii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ixii) copies of shipping and delivery documents, and (xiii) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (xi) 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 AgreementsBorrowers; and (cd) such other reports as to the Collateral or other property which is security for the Obligations as the Agents Lender shall reasonably request from time to time. Borrowers shall provide Lender, as soon as available, but in any event not later than five (5) days after receipt by Borrowers, with all statements received from Apple Computer and any other vendor who may hold a security interest in any Borrower's assets, together with such additional information as shall be sufficient to enable Lender to monitor the accounts payable and accrued accounts payable to them. If any of Borrower’s Borrowers' records or reports of the Collateral or other property which is security for the Obligations are prepared or maintained by an accounting service, contractor, shipper or other agent, Borrower Borrowers hereby irrevocably authorizes authorize such service, contractor, shipper or agent to deliver such records, reports, and related documents to the Agents Lender and to follow the Lender's 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. Each Borrower shall provide the Agents Agent with the following documents at the following times in a form satisfactory to the Agents Agent: (a) on a monthly basis basis, or more frequently as either Agent may reasonably request (i) if requested by the Agent, a Borrowing Base Certificate in schedule of such Borrower's and its Subsidiaries' respective Accounts created since the form of Exhibit I hereto (or last such other form as the Administrative Agent may require), (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request), and (iii) agings of accounts payableschedule; (b) upon reasonable request on a monthly basis, an aging of either Agent (i) the stock status reports of such Borrower's and its Subsidiaries' respective Accounts, (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 together with a reconciliation to the applicable documentary letter previous month's aging of credit and/or xxxx such Borrower's and its Subsidiaries' respective Accounts and to such Borrower's and its Subsidiaries' respective general ledger; (c) upon request, on a monthly basis, an aging of lading numbersuch Borrower's and its Subsidiaries' respective accounts payable including amounts on deposit with vendors; (d) on a monthly basis (or more frequently if requested by the Agent), (vi) reports within fifteen Business Days of the Cost last day of each month, Inventory reports by category, with additional detail showing additions to and deletions from the Inventory (net provided that if during such month no Loans were made or Letters of markdowns), Credit were issued against Inventory of any Borrower (viibased upon the methodology set forth in the parenthetical at the end of clause (a) reports on the status of all payments to owners and lessors of the leased retail store locations defined term Combined Availability) such report need only be a summary report of Borrower and other leased premises of BorrowerInventory); (e) upon request, (viii) copies of invoices in connection with such Borrower's and its Subsidiaries' respective Accounts, customer statements and statements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices documents in connection with such Borrower's and delivery documents its Subsidiaries' respective Accounts and for Inventory and Equipment acquired by Borrowersuch Borrower or any of its Subsidiaries, purchase orders and invoices; (xif) reports by retail store location upon request, a statement of sales and operating profits for the balance of each such retail store location of the Intercompany Accounts; (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 (cg) such other reports as to the Collateral of such Borrower and its Subsidiaries as the Agents Agent shall reasonably request from time to time. If any ; (h) on a weekly basis, within six (6) Business Days following each Sunday, a Borrowing Base Certificate (to include an update of Borrower’s records or reports gross Accounts on a roll forward basis and at least once a month a detailed calculation of ineligible Accounts and Inventory); and (i) with the delivery of each of the Collateral are prepared or maintained foregoing, a certificate of such Borrower executed 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 officer thereof certifying as to the Agents accuracy and to follow the instructions completeness of the Agents with respect to further services at any time that an Event of Default exists or has occurred and is continuingforegoing.

Collateral Reporting. Borrower shall provide the Agents Provide Foothill with the following documents at the following times in a form satisfactory to the Agents Foothill: (a) on a monthly basis or more frequently as either Agent may reasonably request and, in any event, by no later than the 25th day of each month during the term of this Agreement (i) a Borrowing Base Certificate or, in the form of Exhibit I hereto (or event that Borrower's then Availability is less than $10,000,000, on such other form more frequent basis as the Administrative Agent Foothill may require), (ii) inventory reports by category a monthly accounts receivable roll-forward report and location (with a detailed calculation of the Borrowing Base as of such details as to the mix of Inventory as either Agent may request), and (iii) agings of accounts payabledate; (b) upon reasonable request on a monthly basis and, in any event, by no later than the 25th day of either Agent each month during the term of this Agreement, a detailed aging, by total, of the Accounts, together with a reconciliation to the detailed calculation of the Borrowing Base previously provided to Foothill; (ic) the stock status reports on such frequency (if any) as Foothill reasonably may require, a listing of Borrower's accounts payable, by vendor; (iid) reports on sales and use tax payment and including monthly sales and use tax accruals[intentionally omitted]; (e) upon Foothill's reasonable request, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of customer statements and invoices in connection with the Accounts, credit memos, and remittance advices and reports, reports in connection with the Accounts and copies of deposit slips and bank statements, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, purchase orders and invoices; (xif) reports in the event that Borrower's then Availability is less than $10,000,000, on such frequent basis as Foothill may require, a sales journal, collection journal, and credit register since the last such schedule and copies of deposit slips, shipping and delivery documents in connection with the Accounts and for Inventory and Equipment acquired by retail store location Borrower; (g) on a quarterly basis, a detailed list of sales Borrower's customers; (h) on a monthly basis, a calculation of the Dilution for the prior month; (i) on a quarterly basis, a detailed report specifying each Permitted Toehold Investment, including the book value and operating profits for market value thereof; (j) (1) on a monthly basis, with respect to each Permitted Appraised Asset Disposition with respect to which no replacement Equipment was purchased in respect thereof, a detailed report specifying each such retail store location (xii) reports of sales for each category of Inventory Permitted Appraised Assets Disposition consummated since the last such report, and (xiii2) with respect to each Permitted Appraised Asset Disposition with respect to which replacement Equipment was purchased in respect thereof, as requested by Foothill, a detailed report specifying each Permitted Appraised Assets Disposition and Equipment replacement in respect thereof consummated since the monthly statements received last such report; (k) on a quarterly basis, a detailed report specifying the aggregate amount of Permitted Subsidiary Loans and Capital Contributions made by Borrower from any Credit Card Issuers or Credit Card Processorsto date during the then current calendar year and the aggregate amount of Indebtedness then outstanding and permitted under Section 7.1(b), 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 (cl) such other reports as to the Collateral or the financial condition of Borrower as the Agents shall reasonably Foothill may request from time to time. If any of Borrower’s records or reports of Original sales invoices evidencing daily sales shall be mailed by Borrower to each Account Debtor and, at Foothill's direction if there is a Triggering Event, the Collateral invoices shall indicate on their face that the Account has been assigned to Foothill and that all payments 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 be made directly to the 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 continuingFoothill.

Collateral Reporting. Borrower The Grantors shall provide the Agents Agent with the following documents at the following times in a form satisfactory to the Agents Agent: (a) at the times specified in Section 5.2(l) of the Credit Agreement, or more frequently if requested by the Agent, a schedule of each Grantor's Accounts created, credits given, cash collected and other adjustments to Accounts since the last such schedule and a Borrowing Base Certificate; (b) on a monthly basis, by the 15th Business Day of the following month, or more frequently if requested by the Agent, an aging of each Grantor's Accounts, together with a reconciliation to the corresponding Borrowing Base and to such Grantor's general ledger; (c) on a monthly basis by the 15th Business Day of the following month, or more frequently as either Agent may reasonably request if requested by the Agent, an aging of each Grantor's accounts payable; (id) on a Borrowing Base Certificate in monthly basis by the form 15th Business Day of Exhibit I hereto the following month (or such other form as more frequently if requested by the Administrative Agent may requireAgent), a detailed calculation of Eligible Accounts and Eligible Inventory; (iie) inventory on a monthly basis by the 15th Business Day of the following month (or more frequently if requested by the Agent), Inventory reports by category and location (location, together with such details as a reconciliation to the mix of Inventory as either Agent may request), corresponding Borrowing Base and (iii) agings of accounts payableto such Grantor's general ledger; (bf) upon reasonable request of either Agent (i) the stock status reports of Borrowerrequest, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of invoices in connection with each Grantor's Accounts, customer statements and statements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices documents in connection with such Grantor's Accounts and delivery documents for Inventory and Equipment acquired by Borrowereach Grantor, purchase orders and invoices; (xig) reports by retail store location upon request, a statement of sales and operating profits for the balance of each such retail store location of the Intercompany Accounts; (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 (ch) such other reports as to the Collateral of each Grantor as the Agents Agent shall reasonably request from time to time; and (i) with the delivery of each of the foregoing, a certificate of the Grantors executed by an officer of the Parent on behalf of all of the Grantors certifying as to the accuracy and completeness of the foregoing. If any of Borrower’s the Grantors' records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, Borrower each such Grantor hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the Agents and Agent, for distribution 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 continuingLenders.

Collateral Reporting. Borrower shall Provide or cause Servicer to provide the Agents Agent (and if so requested by Agent, with copies for each Lender and Backup Servicer) with the following documents at the following times in a form satisfactory to the Agents Agent: Daily (a) on a notice of all claims, offsets, or disputes asserted by Account Debtors with respect to any of Borrower’s Notes Receivables; Date of each Advance and at least monthly basis or more frequently as either Agent may reasonably request (inot later than the 10th day of each month) (b) a Borrowing Base Certificate in which includes (i) a detailed calculation of the form Borrowing Base as of Exhibit I hereto the date of the requested Advance, and (ii) detail regarding Notes Receivables that are not Eligible Notes Receivables; Monthly (not later than the 10th day of each month), calculated or such other form determined as of the Administrative Agent may require)last day of the preceding month (c) a detailed aging, by total, of the Notes Receivables of Borrower, together with a reconciliation to the detailed calculation of the Borrowing Base most recently provided to Agent, (d) Collateral reports specifying (i) the current unpaid principal balance of each Note Receivable, (ii) inventory reports by category and location (current committed amount with such details as respect to the mix of Inventory as either Agent may request), and (iii) agings of accounts payable; (b) upon reasonable 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 accrualseach Note Receivable, (iii) reports current payment status of amounts of consigned Inventory held by Borrower by category each Note Receivable, and consignor, (iv) reports brief description of sales of Inventory indicating net salescollateral for each Note Receivable, with additional detail showing additions to and deletions from the Collateral, (ve) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status a summary aging by Account Debtor of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises Notes Receivable of Borrower, including delinquency and past-due reports and indication of any litigation or foreclosure action, (viiif) copies a summary report of customer statements categories of non-Eligible Notes Receivable for the month most recently ended, (g) Borrower’s credit watch list, Upon request by Agent (h) a summary aging, by vendor, of HTGC’s and credit memos, remittance advices its Subsidiaries’ accounts payable and reportsany book overdraft, and copies of deposit slips and bank statements, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (xi) 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 (ci) such other reports as to the Collateral Collateral, or the financial condition of Borrower and its Subsidiaries, as Agent may request. In connection with the Agents foregoing reports, (i) Borrower shall maintain and utilize accounting and reporting systems reasonably request acceptable to Agent, (ii) if requested by Agent, Borrower agrees to cooperate fully 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 above, (iii) if requested by Agent, Borrower shall use Agent’s electronic reporting system for all reporting of the foregoing information to Agent, and (iv) to the extent required by Agent, an Authorized Person or other representative acceptable to Agent will meet with Agent from time to time. If any of time as requested by Agent to review and discuss all Notes Receivable then owned by 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 the 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. Each Borrower shall provide the Agents Lender with the following documents in a form satisfactory to the Agents Lender: (a) on a weekly basis, a schedule of Accounts, credits issued and cash received together with a statement of the aggregate outstanding and unpaid amount of all tariffs, import assessments, customs and duty charges, goods and services taxes ("GST"), provincial sales taxes ("PST") and other taxes (other than income taxes) due and owing, except that, if Borrowers fail to maintain Excess Availability of the Canadian Dollar Amount equivalent to US$1,000,000, then each Borrower shall deliver a schedule of Accounts, credits issued and cash received together with a statement of the aggregate outstanding and unpaid amount of all tariffs, import assessments, customs and duty charges and GST, PST and other taxes (other than income taxes) due and owing, on a daily basis; (b) on a weekly basis, inventory reports by category, including cost, quantity and grades of such Borrower's inventory, except that, if Borrowers fail to maintain Excess Availability of the Canadian Dollar Amount equivalent to US$1,000,000, then each Borrower shall deliver such inventory reports on a daily basis; (c) on a monthly basis or more frequently as either Agent Lender may reasonably request request, (i) a Borrowing Base Certificate in the form of Exhibit I hereto (or such other form as the Administrative Agent may require), perpetual inventory reports and (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request), and (iii) agings of accounts payable; (bd) upon reasonable request of either Agent Lender's request, (i) the stock status reports of Borrower, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ixii) copies of shipping and delivery documents, and (xiii) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by either Borrower, ; (xie) reports by retail store location agings of sales and operating profits for each such retail store location (xii) reports of sales for each category of Inventory and (xiii) the accounts receivable on a monthly statements received by Borrower from any Credit Card Issuers basis or Credit Card Processors, together with such additional information with respect thereto more frequently as shall be sufficient to enable the Agents to monitor the transactions pursuant to the Credit Card AgreementsLender may request; and (cf) such other reports as to the Collateral as the Agents Lender shall reasonably request from time to time. If any either of Borrower’s '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 the Agents Lender and to follow the Lender's 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. Borrower shall provide the Agents Lender with the following documents in a form satisfactory to the Agents Lender: (a) on a monthly 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 either Agent Lender may reasonably request request, (i) a Borrowing Base Certificate in the form of Exhibit I hereto (or such other form as the Administrative Agent may require)perpetual inventory reports, (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request)category, and (iii) agings of accounts payable; (bc) upon reasonable request of either Agent on a weekly basis (i) a Borrowing Base Certificate setting forth Borrower's calculation of the stock status reports Revolving Loans and Letter of BorrowerCredit Accommodations available to Borrower pursuant to the terms and conditions contained herein as of the last day of the 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 (ii) reports prior to Lender's exercise of its rights under Section 6.3(a) following a Direct Remittance Event, the report on sales and use tax payment and including monthly sales and use tax accrualscollections referred to in the last sentence of Section 6.3(b) hereof; (d) upon Lender's request, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viiii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ixii) copies of shipping and delivery documents, and (xiii) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, ; (xie) reports by retail store location weekly summary agings of sales accounts receivable and operating profits for each such retail store location (xii) reports detail agings of sales for each category of Inventory and (xiii) the accounts receivable on a monthly statements received by Borrower from any Credit Card Issuers basis or Credit Card Processors, together with such additional information with respect thereto more frequently as shall be sufficient to enable the Agents to monitor the transactions pursuant to the Credit Card AgreementsLender may request; and (cf) such other reports as to the Collateral as the Agents Lender shall reasonably request from time to time. If any of Borrower’s '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 the Agents Lender and to follow the Lender's instructions of the Agents with respect to further services at any time that an Event of 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 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. Borrower shall provide The Borrowers will provide, on behalf of each Grantor, to the Agents with Agent the following documents in a form satisfactory to the Agents Agent: (a) on a monthly basis or more frequently as either Agent may reasonably request daily basis, a schedule of credit memos and reports, a schedule of collections of Accounts, a schedule of Accounts created since the last such schedule and a report of the Inventory balance (iby location) a Borrowing Base Certificate in based on the form of Exhibit I hereto (or such other form as the Administrative Agent may require), (ii) inventory reports by category and location (with such details as to the mix of perpetual Inventory as either Agent may request), and (iii) agings of accounts payablereports; (b) upon reasonable request on a weekly basis, a schedule of either Agent (i) remittance advices no later than five Business Days following the stock status reports of Borrower, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports end of the Cost of the Inventory week; (net of markdowns)c) upon request, (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 customer statements and invoices, credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ix) copies of shipping and delivery documents; (d) monthly agings of Accounts to be delivered no later than the 10th day of each month respecting the immediately preceding month; (e) monthly Inventory reports by category to be delivered no later than the 10th day of each month respecting the immediately preceding month; (f) upon request, monthly perpetual Inventory reports; (xg) upon request, copies of purchase orders, invoices invoices, and delivery documents for Inventory and Equipment acquired by Borrowerany 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; (xi) 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 (ci) such other reports as to the Collateral as the Agents Agent shall reasonably request from time to time; and (j) certificates of an Authorized Officer of 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 of Borrower’s Grantor's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, Borrower such Grantor hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the 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 continuingAgent.

Collateral Reporting. Borrower shall The Borrowers will provide the Agents Collateral Agent with the following documents with respect to the Collateral at the following times in a form reasonably satisfactory to the Agents Collateral Agent: (a) on a monthly basis or more frequently as either Agent may reasonably request (i) a Borrowing Base Certificate Certificate, a consolidating aging of accounts receivable reconciled to the Borrowers' general ledger, a summary perpetual inventory report by product type and by operating division, and a consolidating calculation of ineligible Accounts and Inventory, in each case on a monthly basis, by the twentieth (20th) day of each calendar month for the then immediately preceding calendar month, provided, that in the form event that Borrowing Base Availability shall be less than $60,000,000, a Borrowing Base Certificate (which need not include an update of Exhibit I hereto (or such other form as the Administrative Agent may requirecalculation of ineligible Accounts and Inventory), (ii) such aging report and inventory reports report shall be provided on a weekly basis, by category and location (with such details as to the mix third Business Day of Inventory as either Agent may request), and (iii) agings of accounts payableeach week for the then immediately preceding week; (b) upon the Collateral Agent's reasonable request of either Agent (i) the stock status reports of Borrowerrequest, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of invoices, customer statements and statements, credit memos, remittance advices and reports, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (xi) 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 AgreementsBorrowers; and (c) such other reports as to the Collateral as the Agents Collateral Agent or any Lender shall reasonably request from time to time; and (d) with the delivery of each of the foregoing, a certificate of each Borrower executed by an officer thereof certifying as to the accuracy and completeness of the foregoing. If any of a Borrower’s 's records or reports of the Collateral are prepared or maintained by an accounting service, contractor, shipper service or other agent, such Borrower hereby irrevocably authorizes such service, contractor, shipper service or agent to deliver such records, reports, and related documents to the Agents and Collateral Agent, for distribution 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 continuingLenders.

Collateral Reporting. Borrower shall provide the Agents Provide Lender with the following documents at the following times in a form satisfactory to the Agents Lender: Weekly, for any week during which there are any outstanding monetary Obligations (a) on each Wednesday, a monthly basis certificate showing the detailed calculation of the Borrowing Base as of the end of the previous calendar week (the "Borrowing Base Certificate", a form of which is attached hereto as Exhibit B-1) which may be sent by facsimile transmission or more frequently as either Agent may reasonably request electronically only upon Lender's request, Monthly (inot later than the 10th day of each month) (b) a Borrowing Base Certificate in the form (including detail regarding those Accounts of Exhibit I hereto (or such other form as the Administrative Agent may requireBorrowers that are not Eligible Accounts), (iic) inventory reports a detailed aging, by category and location (total, of the Accounts of Borrowers, together with such details as a reconciliation to the mix detailed calculation of Inventory as either Agent may request)the Borrowing Base previously provided to Lender, (d) a summary aging, by vendor, of Borrowers' and their Domestic Subsidiaries' accounts payable and any book overdraft, and (iiie) agings a detailed report regarding Borrowers' and their Domestic Subsidiaries' cash and Cash Equivalents including an indication of accounts payable; which amounts constitute Qualified Cash. Quarterly (bf) a detailed list of each Borrower's and each Domestic Subsidiary of a Borrower's customers, and (g) a report regarding each Borrower's and each Domestic Subsidiary of a Borrower's accrued, but unpaid, ad valorem taxes. Promptly upon reasonable request by Lender, in the exercise of either Agent its Permitted Discretion (i) the stock status reports of Borrower, (ii) reports on sales and use tax payment and including monthly sales and use tax accruals, (iii) reports of amounts of consigned Inventory held by Borrower by category and consignor, (iv) reports of sales of Inventory indicating net sales, (v) reports of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viiih) copies of customer statements invoices in connection with Borrowers' and their Domestic Subsidiaries' Accounts, credit memos, remittance advices and reportsadvices, and copies of deposit slips and bank statementsslips, (ix) copies of shipping and delivery documentsdocuments in connection with Borrowers' and their Domestic Subsidiaries' Accounts and, (x) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by BorrowerBorrowers or their Domestic Subsidiaries, (xi) reports by retail store location of sales purchase orders and operating profits for each such retail store location (xii) reports of sales for each category of Inventory invoices, 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 (ci) such other reports as to the Collateral Collateral, or the financial condition of Borrowers and their Domestic Subsidiaries, as Lender may request in the Agents shall reasonably request from time exercise of its Permitted Discretion. In addition, each Borrower agrees to time. If any cooperate fully with Lender to facilitate and implement a system of Borrower’s records or reports electronic collateral reporting in order to provide electronic reporting of each 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 the 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 continuingitems set forth above.

Collateral Reporting. Borrower shall provide the Agents The following reports are to be provided together with the following documents in a form satisfactory to the Agents (a) on a monthly basis or more frequently as either Agent may reasonably request (i) a delivery of each Borrowing Base Certificate in accordance with Section 7.1(a)(i) of the form Agreement: (a) an aging of Exhibit I hereto accounts receivable for each of the Retail Division and the Distribution Division by Military Receivables and Non-Military Receivables, (or such other form as b) an inventory summary report for each of the Administrative Agent may requireRetail Division and the Distribution Division (including cigarette stamp inventory), (iic) perpetual inventory reports for the Distribution Division, (d) rolling stock summary reports by category location, (e) report of merchandise stock ledger Inventory by Distribution Division and location Retail Division, (with such details as to the mix of Inventory as either Agent may request)f) Retail Division Accounts aging report, and (iiig) agings of accounts payable; gift card/gift certificate liability report, (bh) upon reasonable request of either Agent customer deposits report, (i) the stock status reports of BorrowerPACA and PASA Reserve report, (iij) reports on sales list of PACA and use tax payment and including monthly sales and use tax accrualsPASA with payables due to each, (iiik) reports of amounts of consigned stock ledger Inventory held by Borrower by category and consignorreport, (ivl) reports report of sales of Inventory indicating net salesdamaged, defective and return to vendor Inventory, (vm) reports report of aggregate Inventory purchases (including all costs related thereto, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading numberother ineligible Inventory, (vin) reports report of cigarette stamp Inventory, (o) report of contra Accounts, (p) report of all other ineligible Accounts, (q) report of the Cost average number of prescriptions filled in the Inventory immediately preceding twelve (net of markdowns)12) month period taken as a whole, (viir) reports on the status addresses of all payments to owners and lessors of the leased new retail store locations of Borrower (which includes any real property, fixtures, equipment, inventory, and other leased premises property related thereto) of BorrowerBorrowers and Guarantors opened and existing retail Store locations closed or sold, in each case since the date of the most recent Borrowing Base Certificate delivered to Administrative Agent in accordance with Section 7.1(a)(i) of the Agreement, (viiis) copies report of customer any new deposit account established or used by any Borrowers and Guarantors with any bank or other financial institution, including the Borrower or Guarantor in whose name the account is maintained, the account number, the name and address of the financial institution at which such account is maintained, the purpose of such account and, if any, the amount held in such account on or about the date of such report and (t) reconciliation of Accounts and Inventory of Borrowers’ general ledger accounts to their monthly financial statements including any book reserves related to each category. Only in the event that Excess Availability is less than an amount equal to fifteen (15%) percent of the Total Borrowing Base and credit memossuch reports are requested by Administrative Agent, remittance advices as soon as possible after the end of each fiscal four (4) week period of Borrowers and reportsGuarantors determined in accordance with the current accounting practices of Borrowers and Guarantors as of the Effective Date (but in any event within ten (10) Business Days after the end thereof), and copies of deposit slips and bank statements, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (xi) reports by retail store location of sales and operating profits four wall cash flows for each such retail store location location. As soon as possible after the end of each fiscal four (xii4) week period of Borrowers and Guarantors determined in accordance with the current accounting practices of Borrowers and Guarantors as of the Effective Date (but in any event ten (10) Business Days after the end thereof), in each case certified by the chief financial officer, vice president of finance, corporate treasurer, treasurer or controller of Borrowers or Lead Borrower as true and correct: (a) a statement confirming the payment of the aggregate amount of rent and other amounts due to owners and lessors of real property used by Borrowers (other than amounts being contested or disputed in good faith), subject to year-end or monthly percentage rent payment adjustments, (b) the addresses of all new retail store locations of Borrowers and Guarantors opened and existing retail store locations closed or sold, in each case since the date of the most recent certificate delivered to Administrative Agent containing the information required under this clause, and (c) report of any new deposit account established or used by any Borrower or Guarantor with any bank or other financial institution, including the Borrower or Guarantor in whose name the account is maintained, the account number, the name and address of the financial institution at which such account is maintained, the purpose of such account and, if any, the amount held in such account on or about the date of such report. The following reports are to be provided upon Administrative Agent’s request: (a) report of the number of prescriptions filled in the immediately preceding month, the average dollar amount of such prescriptions during such period, and the dollar amount of sales of prescriptions in the preceding period, (b) a statement confirming the payment of the aggregate amount of rent and other amounts due to owners and lessors of real property used by the Borrowers and Guarantors (other than amounts being contested or disputed in good faith), subject to fiscal year-end or fiscal period percentage rent payment adjustments, (c) report on sales and use tax collections, deposits and payments, including a statement confirming the payment of monthly sales and use taxes, (d) list of Borrowers’ customers, including address and contact information (which shall be requested no more than one (1) time in any twelve (12) month period, unless an Event of Default has occurred and is continuing), (e) list of outstanding accounts payable, (f) reports of sales for each category of Inventory, (g) Pennsylvania, Virginia and Washington rent liability report, (h) perishable Inventory report (i.e., Inventory consisting of meat, dairy, cheese, seafood, produce, delicatessen, non-artificial floral products and bakery goods and other similar categories of Inventory which have a short shelf life), (i) report of Medicare/Medicaid ineligible Accounts, (j) report of Eligible Cash and Cash Equivalents, (k) report of aging, by vendor, of Borrowers’ accounts payable and any book overdraft (delivered electronically in an acceptable format, if Borrowers have implemented electronic reporting) and an aging, by vendor, of any held checks, (l) an Account roll-forward for the distribution segments only, with supporting details supplied from sales journals, collection journals, credit registers and any other records, 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 (cm) such other reports as to the Collateral as the Agents shall Administrative Agent may reasonably request from time to timerequest. If any of Borrower’s records or reports of the Collateral are prepared or maintained by an accounting serviceSCHEDULE 8.9 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT ERISA Matters None. SCHEDULE 8.16 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Credit Card Agreements Credit Card Processor Borrower WorldPay (fka Vantiv) SpartanNash Company Discover SpartanNash Company American Express Family Fare LLC PayPal SpartanNash Company PayPal Xxxx Xxxxx Company SCHEDULE 8.17 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Business Associate Agreements Business Associate Primary HIPAA Purpose ASR Health Benefits Corporation Medical Plan Administrative Services (Prior TPA) - continued needs BCBSM (includes Express Scripts & Health Equity) Medical Plan Administrative Services (Current TPA) Delta Dental Dental Plan Administrative Services BASIC - COBRA Administration, contractorRetiree Billing COBRA & Retiree Billing Administrator HUB International Midwest Health Plan Broker Xxxxxx Xxxxxxx Legal Counsel Xxxxxx Xxxxxxxx and Xxxx, shipper or other agent, Borrower hereby irrevocably authorizes such service, contractor, shipper or agent to deliver such records, reports, LLP Legal Counsel Encompass Critical Incident Employee Assistance Program AonHewitt OPEB Consultant Xxxxxx Tower Xxxxxx Health Plan Consultant Castlight Total Wellbeing and related documents to the 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.Care Guidance Transparency third party Health E(fx) ACA Third Party Administrator Vitality Health Plan Wellness Vendor CuraLinc (EAP) Employee Assistance Program SCHEDULE 8.18 TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT Participation Agreements

Collateral Reporting. Each Borrower shall provide the Agents Lender with the following documents in a form satisfactory to the Agents Lender: (a) on a weekly basis or other regular basis as required by Lender, (i) a schedule of sales made, credits issued and cash received, and (ii) a schedule of sales, deliveries and dispositions of vehicles made by Central and Jersey (distinguishing between such sales, deliveries or dispositions to any Borrower, Guarantor or Affiliate of any thereof on the one hand, and to any non-affiliated third parties on the other hand) accompanied by a certificate of Central's and Jersey's chief financial officer certifying that XXXX has been fully reimbursed for any and all vehicles sold and/or transferred by XXXX to Central and Jersey, (b) on a monthly basis or more frequently as either Agent Lender may reasonably request request, (i) a Borrowing Base Certificate in the form perpetual inventory reports of Exhibit I hereto Central and Jersey containing relevant details as to new and used vehicles (or such other form as the Administrative Agent may requireexclusive of inventory owned by XXXX), (ii) inventory reports by category and location (with such details as to the mix of Inventory as either Agent may request), and (iii) agings of accounts payable; (b) upon reasonable request of either Agent (i) the stock status reports of Borrower, (ii) reports on sales payable and use tax payment and including monthly sales and use tax accrualsaccounts receivable separately identifying retainage amounts, (iii) reports schedules of amounts sales and other dispositions of consigned Inventory held by Borrower by category Eligible Vehicles, containing the same categories of information set forth in the Vehicle CapEx Schedules, and consignor, (iv) reports a schedule of sales acquisitions of Inventory indicating net salesEligible Vehicles containing the same categories of information set forth in and otherwise in substantially the same form as the Vehicle CapEx Schedules (distinguishing between vehicles acquired for sale, (v) reports delivery or disposition to any Borrower, Guarantor or Affiliate of aggregate Inventory purchases (including all costs related theretoany thereof on the one hand, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to any non-affiliated third parties on the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdownsother hand), (viic) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrowerupon Lender's request, (viiii) copies of customer statements and credit memos, remittance advices and reports, and copies of deposit slips and bank statements, (ixii) copies of shipping and delivery documents, (xiii) copies of vehicle maintenance schedules containing relevant details as to compliance with the maintenance system then in effect and acceptable to Lender, and (iv) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired and/or disposed of by Central or Jersey; (d) copies of, or if requested by Lender, the original manufacturers statement of origin for each vehicle acquired by BorrowerBorrowers as Inventory, (xi) 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 (ce) such other reports as to the Collateral as the Agents Lender shall reasonably request from time to time. If any of a Borrower’s '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 the Agents Lender and to follow the Lender's 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. Borrower shall provide the Agents Provide Foothill with the following documents at the following times in a form satisfactory to the Agents Foothill: (a) on each Business Day (or on such less frequent basis satisfactory to Foothill), (i) a sales journal, collection journal, and collection register containing all entries since the last such journals and register delivered hereunder, (ii) a Borrowing Base Certificate, (iii) a report summarizing all written disputes or claims with respect to Accounts received by such Borrower and not previously reported to Foothill, (iv) a report with respect to unbilled Direct Accounts of such Borrower, and (v) a report detailing contra Accounts with respect to each of Eligible Direct Accounts, Eligible LEC Accounts, and Eligible Unbilled Direct Accounts, (b) on a monthly basis or more frequently as either Agent may reasonably request and, in any event, by no later than the 10th day of each month during the term of this Agreement, (i) a Borrowing Base Certificate in containing a detailed calculation of the form of Exhibit I hereto (or such other form as the Administrative Agent may require)Borrowing Base, (ii) inventory reports a detailed aging, by category and location (total, of the Accounts, together with such details as a reconciliation to the mix detailed calculation of Inventory as either Agent may request), and (iii) agings of accounts payable; (b) upon reasonable 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 accrualsBorrowing Base previously provided to Foothill, (iii) reports a summary aging, by vendor, of amounts of consigned Inventory held by Borrower by category such Borrower's accounts payable and consignorany book overdraft, and (iv) reports a summary aging, by state and by municipality, of sales such Borrower's tax obligations in respect of Inventory indicating net salesstate or municipal taxes (such as, without limitation, excise taxes) that in any way relate to the provision of telecommunications services, (vc) reports of aggregate Inventory purchases (including all costs related theretoupon request, such as freight, duty and taxes) and identifying items of Inventory in transit to Borrower related to the applicable documentary letter of credit and/or xxxx of lading number, (vi) reports of the Cost of the Inventory (net of markdowns), (vii) reports on the status of all payments to owners and lessors of the leased retail store locations of Borrower and other leased premises of Borrower, (viii) copies of invoices in connection with the Accounts, customer statements and statements, credit memos, remittance advices and reports, deposit slips, and copies of deposit slips purchase orders and bank statementsinvoices, (ix) copies of shipping and delivery documents, (x) copies of purchase orders, invoices and delivery documents for Inventory and Equipment acquired by Borrower, (xi) 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 (cd) such other reports as to the Collateral or the financial condition of such Borrower as the Agents shall reasonably Foothill may request from time to time. If any of 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 the Agents and to follow the instructions of the Agents shall bill Xxxount Debtors with respect to further services at Direct Accounts within 45 days after the close of any time that an Event of Default exists or has occurred and is continuingmonthly billing period.