Common use of Financial Statements and Other Reports Clause in Contracts

Financial Statements and Other Reports. The Company covenants that it will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%: (i) as soon as practicable and in any event within 45 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearmonth, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow of and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodprepared under GAAP, consistently applied, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from as at the preceding end of the corresponding month of the previous fiscal yearyear and the projected figures for such period based upon the projections required hereunder, all in reasonable detail detail, certified by a Responsible Officer and examined in a form acceptable to Agent; (b) together with the financial reporting package described in (a) above, evidence of payment and reported on satisfaction of all payroll, withholding and similar taxes due and owing by independent public accountants all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than ninety (90) days after the last day of recognized national standing selected by the CompanyBorrower’s fiscal year, which report shall state that such audited consolidated financial statements present fairly prepared under GAAP, consistently applied, together with an unqualified opinion on the financial position statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the Retained Companies as at SEC; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of One Hundred Thousand Dollars ($100,000) or more provided that Borrower shall be required to disclose threatened litigation that is received in the dates indicated form of a “demand letter” only in its quarterly Compliance Certificates (it being understood that the foregoing exception shall not apply with respect to litigation for which any court filings have been made); (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (g) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the results Collateral as Agent may from time to time reasonably request. Each Borrower will, within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth monthly cash and cash equivalents held by Borrowers and Borrowers and their operations Consolidated Subsidiaries and changes calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their financial position becoming available, Borrowers shall deliver to Agent copies of all Swap Contracts and Material Contracts. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the periods indicated in conformity with GAAP applied on a basis consistent with B-3thirty (30) largest Account Debtors during such quarter.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Administrative Agent: (i1) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearmonth, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow of and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodprepared under GAAP, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal yearconsistently applied, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, a Responsible Officer and in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject form acceptable to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i)Administrative Agent; (ii2) as soon as practicable and in any event within 90 available, but no later than one hundred fifty (150) days after the end last day of each Borrower’s fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such audited consolidated financial statements present fairly prepared under GAAP, consistently applied, together with an unqualified opinion on the financial position statements from an independent certified public accounting firm acceptable to Administrative Agent in its reasonable discretion; (3) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the Retained Companies as at SEC; (4) a prompt report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (5) prompt written notice of an event that materially and adversely affects the dates indicated value of any Intellectual Property; and (6) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the results Collateral as Administrative Agent may from time to time reasonably request. Each Borrower will, within thirty (30) days after the last day of each month, deliver to Administrative Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their operations becoming available, Borrowers shall deliver to Administrative Agent copies of all Swap Contracts and changes in their financial position for the periods indicated in conformity Material Contracts. Each Borrower will, once every five (5) Business Days, deliver to Administrative Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with GAAP applied on a basis consistent with B-3aged listings of accounts receivable and accounts payable (by invoice date).

Financial Statements and Other Reports. The Company covenants that it will deliver to Purchaser so long as the Purchaser's Percentage Interest exceeds 10%: (ia) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period month, a company prepared “flash report” covering the Company’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared in a manner, scope and detail satisfactory to the Purchaser, certified by a Responsible Officer and in a form acceptable to the Purchaser, (other b) as available, but no later than forty five (45) days (unless further extended to sixty (60) days pursuant to the grant of a valid extension to the filing deadline of the related 10-Q from the SEC) after the last quarterly period) in day of each fiscal yearFiscal Quarter of the Company, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow of and income statement (including year-to-date results) covering the Retained Companies for Company’s and its Consolidated Subsidiaries’ consolidated operations during the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodprepared under GAAP, consistently applied, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from as at the preceding fiscal yearend of the corresponding Fiscal Quarter of the previous Fiscal Year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail detail, certified by a Responsible Officer and examined in a form acceptable to the Purchaser; (c) together with the flash reports described in (a) above, evidence of payment and reported satisfaction of all payroll, withholding and similar taxes due and owing by all Obligors with respect to the payroll period(s) occurring during such month, subject to Section 7.2; (d) as soon as available, but no later than one hundred five (105) days after the last day of the Company’s Fiscal Year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to the Purchaser in its reasonable discretion; (e) within five (5) days of delivery or filing thereof, copies of all statements, reports (other than borrowing base reports delivered pursuant thereto) and notices made available to the Company’s security holders or to any agents or lenders under any Existing Senior Secured Debt Documents and copies of all reports and other filings made by the Company with any stock exchange on which any securities of any Obligor are traded and/or the SEC; (f) a prompt written report of any legal actions pending or threatened against any Obligor or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Obligor or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; (g) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (h) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Obligors, their business and the Collateral (including, without limitation, copies of any borrowing base reports delivered pursuant to any of the Existing Senior Secured Debt Documents) as the Purchaser may from time to time reasonably request. The Company will, within thirty (30) days after the last day of each month, deliver to the Purchaser (i) with the first two monthly flash reports described in clause (a) above and (ii) with quarterly financial statements described in clause (b) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement; (i) promptly upon receipt thereof, copies of all financial statements of, and all reports and management letters submitted by, independent public accountants to any of recognized national standing selected by the Obligors in connection with each annual, interim, or special audit of any Obligor’s financial statements; (j) within sixty (60) days following the end of the Company’s Fiscal Year, which report the Company shall state that such consolidated financial statements present fairly deliver to the financial position Purchaser the annual budget for both the Company and any of its Subsidiaries, including forecasts of the Retained Companies as at income statement, the dates indicated balance sheet and the results of their operations and changes in their financial position a cash flow statement for the periods indicated in conformity with GAAP applied immediately succeeding year on a quarterly basis consistent with B-3and thereafter, shall promptly deliver any amendment thereto; (k) promptly upon their becoming available, the Company shall deliver to the Purchaser copies of all Material Contracts or material amendments thereto entered into after the Closing Date.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (i1) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearmonth, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a company prepared consolidated balance sheet of and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal yearprepared under GAAP, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP consistently applied (except as specifically set forth therein) on for ordinary course adjustments to such monthly financial statements which are taken in good faith, including without limitation, those adjustments which may be necessary with respect to that certain financing arrangement with Silver Point, actuarial adjustments for self-insurance retention and disproportionate share payment adjustments), in a basis consistent with such prior fiscal period, the information contained therein, subject form reasonably acceptable to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i)Agent; (ii2) as soon as practicable and in any event within 90 available, but no later than one hundred fifty (150) days after the end last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than as to going concern qualifications) on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (3) within five (5) days of delivery or filing thereof by any Borrower, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (4) a prompt report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that are not covered by insurance (including Borrower’s self-insured retention amounts) and could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Five Hundred Thousand Dollars ($500,000) or more; (5) prompt written notice of an event that materially and adversely affects the value of any material Intellectual Property; and (6) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request. Each Borrower will, within fifty (50) days after the last day of each fiscal yearquarter (ninety (90) days in the case of each fourth fiscal quarter), deliver to Agent a consolidated statement of income, duly completed Compliance Certificate signed by a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in each case this Agreement. In addition, Borrower will provide a reconciliation between its interim fourth quarter report and any adjustments thereafter in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such connection with finalizing its audited consolidated financial statements present fairly prepared under GAAP, consistently applied. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Swap Contracts and Material Contracts to the financial position extent such documents are filed with the SEC. Each Borrower will, within thirty (30) days after the last day of the Retained Companies as at the dates indicated each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). The Borrowers will, every fiscal quarter (but not more frequently unless an Event of Default then exists and is continuing), deliver to Agent a schedule of Eligible Accounts and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3thirty (30) largest Account Debtors during such quarter. Documents required to be delivered pursuant to this Section may be delivered electronically.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Administrative Agent: (i1) as soon as practicable and in any event within 45 available, but no later than forty-five (45) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearquarter, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow of and income statement covering Borrower’s consolidated operations during the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodprepared under GAAP, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal yearconsistently applied, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairlya Responsible Officer and in a form acceptable to Administrative Agent, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii2) as soon as practicable and in any event within 90 available, but no later than ninety (90) days after the end last day of each Borrower’s fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such audited consolidated financial statements present fairly prepared under GAAP, consistently applied, together with an unqualified opinion on the financial position statements from an independent certified public accounting firm acceptable to Administrative Agent in its reasonable discretion; (3) on a monthly basis promptly following receipt thereof from the applicable financial institutions, copies of the Retained Companies as at account statements for all of Borrowers’ Deposit Accounts and Securities Account; (4) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the dates indicated SEC; (5) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (6) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (7) within ten (10) days of Principal Borrower’s receipt thereof, a copy of any notice received by Principal Borrower from the required number of holders of the Series A Preferred Stock and Series B Preferred Stock of the Principal Borrower stating that such holders have elected to invoke any of their rights requiring the Principal Borrower to manditorily redeem any or all of such Series A Preferred Stock and Series B Preferred Stock of the Principal Borrower, and (8) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the results Collateral as Administrative Agent may from time to time reasonably request. Each Borrower will, in conjunction with the delivery of their operations each set of financial statements required under clauses (1) and changes (2) above, deliver to Administrative Agent with a duly completed Compliance Certificate signed by a Responsible Officer, which shall inter alia, set forth calculations showing compliance with the financial covenants set forth in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3this Agreement, if any.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than forty-five (45) days after the end last day of each quarterly period (other than of the last quarterly period) in each fiscal yearfirst three calendar quarters, a company prepared consolidated statement of income and a consolidated statement of consolidating balance sheet, cash flow of and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodprepared under GAAP, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal yearconsistently applied, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, a Responsible Officer and in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject form acceptable to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i)Agent; (iib) as soon as practicable and in any event within 90 available, but no later than sixty-five (65) days after the end last day of each Borrower’s fiscal year, a audited consolidated statement of incomeand consolidating financial statements prepared under GAAP, a consolidated statement of cash flow and a consolidated statement of stockholders equity of consistently applied, together with an opinion on the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by financial statements an independent certified public accountants accounting firm of recognized national standing selected by the Company, which report shall state Borrower and acceptable to Agent in its reasonable discretion; provided that such consolidated opinion shall not contain a “going concern” or like qualification or exception or a qualification arising out of the scope of the audit; (c) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (d) within 60 days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; and (e) promptly (and in any event within ten (10) Business Days of any request therefor) such readily available budgets, sales projections, operating plans and other financial information and information, reports or statements present fairly regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; provided, however, that reporting related to Regulatory Required Permits and/or Regulatory Reporting Events shall be governed by Section 4.17. If the Parent publicly files with the SEC reports on Form 10-K or Form 10-Q for the applicable periods or any other periodic reports containing the information required by clauses (a) through (c) above, the Parent may satisfy such requirements by such filing. Each Borrower will, within thirty (30) days after the last day of each month, deliver to Agent a duly completed Compliance Certificate, together with such other information as required pursuant to Section 6.3, signed by a Responsible Officer setting forth calculations showing compliance with the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes covenants set forth in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3this Agreement.

Financial Statements and Other Reports. The Company covenants that it Borrower Representative will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than forty-five (45) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearmonth, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; (b) together with the financial reporting package described in (a) above, evidence of the Retained Companies for the period from the beginning payment and satisfaction of the then current fiscal year all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the end of payroll period(s) occurring during such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i)month; (iic) as soon as practicable and in any event within 90 available, but no later than ninety (90) days after the end last day of each Borrower’s fiscal yearyear (or the required SEC filing date for Holdings’ Form 10-K, a if later), audited consolidated statement of incomefinancial statements prepared under GAAP, a consolidated statement of cash flow and a consolidated statement of stockholders equity of consistently applied, together with an unqualified opinion on the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion (it being understood that Cherry & Bekaert LLP is acceptable to Agent as of the end Restatement Closing Date); (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC (provided that, the if such yearstatements, reports and notices are available on SEC’s website, Borrower shall not have to separately deliver such items to Agent); (e) a prompt report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of $250,000 or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (g) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request. Borrower Representative will, within forty-five (45) days after the last day of each month, deliver to Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrower Representative shall deliver to Agent copies of all Material Contracts. Borrower Representative will, within ten (10) days after the last day of each case in comparative form month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrower Representative shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the corresponding figures from the preceding fiscal yearthirty (30) largest Account Debtors during such quarter, all in reasonable detail and examined and reported on such Account Debtor’s credit rating(s), if any, as rated by independent public accountants of recognized national standing selected by the A.M. Best Company, which report Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent. Promptly upon receipt, Borrowers shall state that such consolidated financial statements present fairly deliver to Agent any written notices of default received from (i) any Note Purchase Creditor under the financial position Note Purchase Documents and any written request by any party thereto for any waiver, amendment or modification of any of the Retained Companies as at terms thereof, (ii) any Treximet Note Purchase Creditor under the dates indicated Treximet Note Purchase Documents and any written request by any party thereto for any waiver, amendment or modification of any of the results terms thereof, (iii) Glaxo LLC with respect to the Treximet Supply Agreement and any written request by any party thereto for any waiver, amendment or modification of their operations any of the terms thereof, (iv) GSK with respect to the Treximet Purchase Agreement and changes in their financial position any written request by any party thereto for any waiver, amendment or modification of any of the periods indicated in conformity with GAAP applied on a basis consistent with B-3terms thereof. Additionally, and also promptly upon receipt, Borrowers shall deliver to Agent any written notice of termination of the Treximet Distribution Agreement received by, or sent by, any Borrower.”

Financial Statements and Other Reports. The Company covenants that it Each Credit Party will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable available, but no later than forty-five (45) days (or, if Oxford Global has filed Form 12b-25 with the SEC with respect to such fiscal quarter, no later than sixty (60) days) after the last day of each of Oxford Global’s fiscal quarters (other than the last fiscal quarter of each fiscal year), a company prepared consolidated balance sheet, cash flow and income statement covering the Credit Parties’ and their Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; (b) [reserved]; (c) as soon as available, but no later than ninety (90) days (or, if Oxford Global has filed Form 12b-25 with the SEC with respect to such fiscal year, no later than one hundred and twenty (120) days) after the last day of Oxford Global’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion (it being understood that Ernst & Young LLP is acceptable to Agent); (d) within five (5) Business Days of delivery or filing thereof, copies of all material statements, reports and notices made available to Oxford Global’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by any Credit Party with any stock exchange on which any securities of any Credit Party are traded and/or the SEC; (e) a prompt written report of any new legal actions pending or threatened against any Credit Party or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Credit Party or any of its Subsidiaries of Five Hundred Thousand Dollars ($500,000) or more; provided that no information shall be required to be disclosed that would risk the forfeiture of attorney client privilege with respect to such document, but only to the extent that such Credit Party has taken all actions reasonably requested by Agent to allow access to such document without otherwise forfeiting such privilege; (f) within 60 days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; and (g) promptly (and in any event within 45 10 days after of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the end of each quarterly period (other than Credit Parties, their business and the last quarterly period) in each fiscal year, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period Collateral as Agent may from the beginning of the then current fiscal year time to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustmentstime reasonably request; provided, however, that delivery reporting related to Regulatory Required Permits and/or Regulatory Reporting Events shall be governed by Section 4.17. Each Credit Party will, (x) within forty-five (45) days (or, if Oxford Global has filed Form 12b-25 with the SEC with respect to such fiscal quarter, no later than sixty (60) days) after the last day of each of Oxford Global’s fiscal quarters (other than the last fiscal quarter of each fiscal year), deliver to Agent with the quarterly financial statements described in clause (a) above and (y) within ninety (90) days (or, if Oxford Global has filed Form 12b-25 with the SEC with respect to such fiscal year, no later than one hundred and twenty (120) days) after the last day of Oxford Global’s fiscal year, deliver to Agent with the annual financial statements described in clause (c) above, in each case, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement. Financial information required to be delivered pursuant to clause Section 3.6 or Section 4.1 (iii) below of a copy of in each case, solely to the Quarterly Report on Form 10-Q of the Company for extent such quarterly period financial information is included in materials filed with the SEC or available via the XXXXX system of the SEC) shall be deemed to satisfy have been delivered to Agent on the requirements date on which such information is available via the XXXXX system of this clause the SEC. Each Borrower will, within fifteen (i); (ii15) as soon as practicable and in any event within 90 days after the end last day of each fiscal yearmonth, deliver to Agent a consolidated statement duly completed Borrowing Base Certificate signed by a Responsible Officer, with (1) aged listings of income, accounts receivable and accounts payable (by invoice date) and (2) a consolidated statement calculation of the aggregate amount of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected cash equivalents held by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes Borrowers in their financial position for Deposit Accounts and Securities Accounts (and attaching bank statements as evidence thereof); provided that the periods indicated in conformity with GAAP applied on a basis consistent with B-3first Borrowing Base Certificate shall not be due until November 15, 2016.

Financial Statements and Other Reports. (a) The Company covenants Borrower will establish and maintain, and will cause each of its Subsidiaries to establish and maintain, in accordance with sound business practices and applicable law and rules and regulations issued by any Governmental Authority (i) a system of accounting, which shall include maintenance of proper books and records, to permit preparation of financial statements in conformity with GAAP and to provide reasonable assurances that it (A) transactions are executed in accordance with management's general or specific authorization; (B) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (C) access to assets is permitted only in accordance with management's general or specific authorization; and (D) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and (ii) effective disclosure controls and procedures designed to ensure that material information relating to the Borrower and its Subsidiaries is made known to Responsible Officers of the Borrower in a timely manner. (b) The Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%: the Agent, the Lenders, the Supplemental Guarantors, the Board, the Loan Administrator and the Collateral Agent (but only to the extent information is to be delivered pursuant to clauses (V), (VII) and, in the case of information requested by the Collateral Agent, (XX) below): (i) (A) Quarterly Financials: as soon as practicable available and in any event within 45 five (5) days after the date on which the Borrower is required to file its Form 10-Q under the Exchange Act, (x) the balance sheet of the Borrower as at the end of each quarterly period (other than fiscal quarter and the last quarterly period) in each fiscal year, a consolidated statement related statements of income and a consolidated statement of cash flow stockholders' equity of the Retained Companies Borrower for such fiscal quarter and cash flows of the Borrower for the period from the beginning of the then current fiscal year Fiscal Year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such yearquarter, setting forth in each case in comparative form the corresponding figures from the preceding fiscal yearcorresponding periods of the previous Fiscal Year and the corresponding figures from the quarterly projections delivered pursuant to clause (viii)(B) of this SECTION 5.1(b) for such quarter, all prepared in accordance with GAAP and in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected certified by the Company, which report shall state Chief Financial Officer or the Chief Executive Officer of such company that such consolidated financial statements they fairly present fairly the financial position condition of the Retained Companies Borrower as at the dates indicated and the results of their its operations and changes in their financial position its cash flows for the periods indicated (subject to normal year-end audit adjustments), and (y) a narrative report describing the operations of the Borrower in conformity the form prepared for presentation to senior management for such fiscal quarter and for the period from the beginning of then current Fiscal Year to the end of such fiscal quarter; provided that the delivery of the Form 10-Q filed by the Borrower with GAAP applied on a basis consistent with B-3the SEC for such fiscal quarter shall be deemed to satisfy all of the requirements of this SECTION 5.1(B)(I)(A);

Financial Statements and Other Reports. The Company covenants that it Each Credit Party will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearmonth, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow of and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodprepared under GAAP, consistently applied, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from as at the preceding end of the corresponding month of the previous fiscal yearyear and the projected figures for such period based upon the projections required hereunder, all in reasonable detail detail, certified by a Responsible Officer and examined in a form acceptable to Agent; (b) together with the financial reporting package described in (a) above, evidence of payment and reported on satisfaction of all payroll, withholding and similar taxes due and owing by independent public accountants all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than ninety (90) days after the last day of recognized national standing selected by the CompanyBorrowers’ fiscal year, which report shall state that such audited consolidated financial statements present fairly prepared under GAAP, consistently applied, together with an unqualified opinion on the financial position statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrowers’ security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the Retained Companies as at SEC; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000) or more; (f) prompt written notice of an event that materially and adversely affects the dates indicated value of any Intellectual Property; and (g) within thirty (30) days after the results start of their operations each fiscal year and changes in their financial position updated within thirty (30) days after the start of each fiscal quarter, budgets, sales projections, and operating plans on a month-by-month basis for such fiscal year and on an annual basis for the periods indicated subsequent two (2) fiscal years. Each Borrower will, within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements described in conformity clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with GAAP applied on the financial covenants and other requirements set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Swap Contracts and Material Contracts. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a basis consistent duly completed Borrowing Base Certificate signed by a Responsible Officer, with B-3aged listings of accounts receivable and accounts payable (by invoice date) and an updated schedule of bill-and-hold arrangements. Section 4.2

Financial Statements and Other Reports. The Company covenants that it Staffing 360 will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period month, a company prepared “flash report” covering Staffing 360’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared in a manner, scope and detail consistent with the Staffing 360’s flash reports provided to Agent prior to the Closing Date, certified by a Responsible Officer and in a form acceptable to Agent, (other b) as available, but no later than thirty (30) days after the last quarterly period) in day of each fiscal yearquarter of Staffing 360, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow of and income statement (including year-to-date results) covering Staffing 360’s and its Consolidated Subsidiaries’ consolidated operations during the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodprepared under GAAP, consistently applied, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from as at the preceding end of the corresponding fiscal yearquarter of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail detail, certified by a Responsible Officer and examined in a form acceptable to Agent; (c) together with the flash reports described in (a) above, evidence of payment and reported on satisfaction of all payroll, withholding and similar taxes due and owing by independent public accountants all Credit Parties with respect to the payroll period(s) occurring during such month; (d) as soon as available, but no later than one hundred five (105) days after the last day of recognized national standing selected by the CompanyStaffing 360’s fiscal year, which report shall state that such audited consolidated financial statements present fairly prepared under GAAP, consistently applied, together with an unqualified opinion on the financial position statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion, provided, however, for the Staffing 360’s 2015 fiscal year only, the opinion may contain a going concern qualification that is based on the Staffing 360’s liquidity consistent with the financial information described in Section 3.5 and with the closing and fundings under the terms of this Agreement; (e) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Staffing 360’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of Borrower are traded and/or the Retained Companies as at SEC; (f) a prompt written report of any legal actions pending or threatened against any Credit Party or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Credit Party or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (g) prompt written notice of an event that materially and adversely affects the dates indicated value of any Intellectual Property; and (h) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Credit Parties, their business and the results Collateral as Agent may from time to time reasonably request. Staffing 360 will, within thirty (30) days after the last day of each month, deliver to Agent (i) with the first two monthly flash reports described in clause (a) above and (ii) with quarterly financial statements described in clause (b) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their operations becoming available, Borrower shall deliver to Agent copies of all Swap Contracts and changes in their financial position Material Contracts. Borrower will, within ten (10) Business Days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Credit Parties shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the periods indicated in conformity with GAAP applied on a basis consistent with B-3thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, Standard & Poor’s Corporation, Mxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. The Company covenants that it Borrower Representative will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Administrative Agent: (i1) as soon as practicable and in any event within 45 available, but no later than forty five (45) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearquarter, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow of and income statement covering Borrower's consolidated operations during the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodprepared under GAAP, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal yearconsistently applied, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, a Responsible Officer and in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject form reasonably acceptable to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i)Administrative Agent; (ii2) as soon as practicable and in any event within 90 available, but no later than ninety (90) days after the end last day of each Borrower's fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such audited consolidated financial statements present fairly prepared under GAAP, consistently applied, together with an unqualified opinion on the financial position statements from an independent certified public accounting firm acceptable to Administrative Agent in its reasonable discretion, (3) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower's security holders and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (4) a prompt report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could result in damages or costs to any Borrower or any of its Subsidiaries of One Million Dollars ($1,000,000) or more; (5) prompt written notice after any Borrower becomes aware of an event that materially and adversely affects any Intellectual Property relating to Opana ER; and (6) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Administrative Agent may from time to time reasonably request. Each Borrower will, in conjunction with the delivery of each set of financial statements required under clause (l) above, deliver to Administrative Agent, a duly completed Compliance Certificate signed by a Responsible Officer. Promptly upon their becoming available, Borrowers shall deliver to Administrative Agent copies of all Swap Contracts to which any Borrower is a party. Promptly upon Administrative Agent's receipt of any of the Retained Companies as at the dates indicated and the results of their operations and changes foregoing in their financial position for the periods indicated in conformity with GAAP applied on this Section 4.1, Administrative Agent shall deliver a basis consistent with B-3copy to each Lender.

Financial Statements and Other Reports. The Company covenants that it Borrower will deliver furnish to Purchaser so long as Purchaser's Percentage Interest exceeds 10%the Agent -------------------------------------- in sufficient copies for distribution to the Banks: (i) as soon as practicable available and in any event within 45 days after the end of each quarterly period (other than the last quarterly period) in first three fiscal quarters of each fiscal year, a consolidated statement of income and a consolidated statement of cash flow year of the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly periodBorrower, and a consolidated balance sheet of the Retained Companies Borrower and its Subsidiaries as of the end of such quarterly periodquarter, and the related consolidated statements of income and cash flows of the Borrower and its Subsidiaries for such quarter, prepared in accordance with GAAP consistently applied, all in reasonable detail and setting forth in each case in comparative form the figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by together with a certificate of the principal treasurer or chief financial officer of the Company Borrower stating that such financial statements fairly present the financial condition of the Borrower and its Subsidiaries as presenting fairly, at such date and the results of operations of the Borrower and its Subsidiaries for the period ended on such date and have been prepared in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained thereinconsistently applied, subject to changes resulting from normal, year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable available and in any event within 90 days after the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity year of the Retained Companies for such yearBorrower, and a consolidated balance sheet of the Retained Companies Borrower and its Subsidiaries as of the end of such fiscal year, setting forth in each case in comparative form and the corresponding figures from related consolidated statements of income, shareholders' equity and cash flows of the preceding Borrower and its Subsidiaries for such fiscal year, prepared in accordance with GAAP consistently applied, all in reasonable detail and examined and reported on setting forth in comparative form the figures for the previous fiscal year, accompanied by a report thereon of Xxxxxx Xxxxxxxx LLC or another firm of independent certified public accountants of recognized national standing selected by acceptable to the CompanyMajority Banks, which report shall state be unqualified as to scope of audit or the status of the Borrower and its Subsidiaries as a going concern, together with a certificate of such independent public accountants stating that (A) their audit examination of the Borrower and its Subsidiaries has included a review of the terms of this Agreement as they relate to accounting matters; (B) in the course of such audit examination, which audit was conducted by such accountants in accordance with generally accepted auditing standards, such accountants have obtained no knowledge that any Default has occurred and is continuing, or, if such Default has occurred and is continuing, indicating the nature thereof; provided that -------- such accountants shall not be liable by reason of any failure to obtain knowledge of any Default that would not be disclosed in the course of their audit examination; and (C) based on their audit examination nothing has come to their attention which causes them to believe that the matters set forth in the Compliance Certificate delivered pursuant to clause (iii) for the applicable fiscal year with respect to compliance with the provisions of Section 9.2 and ----------- subsections (f) and (g) of Section 9.4 are not stated in accordance with the ----------- terms of this Agreement; together with the financial statements required pursuant to clauses (i) and (ii), a Compliance Certificate stating that such officer has no knowledge that any Default has occurred and is continuing, or, if such Default has occurred and is continuing, indicating the nature thereof and the action which the Borrower proposes to take with respect thereto, and demonstrating in reasonable detail as of the end of such fiscal quarter or year compliance with the provisions of Section 9.2 and subsections (f) and (g) of Section 9.4; ----------- ----------- promptly upon receipt thereof, copies of all reports submitted to the Borrower by its independent certified public accountants in connection with each annual, interim or special audit examination of the Borrower and its Subsidiaries made by such accountants, including the "management letter" submitted by such accountants to the Borrower in connection with their annual audit; as soon as available and in any event not more than 90 days after the start of each fiscal year of the Borrower and its Subsidiaries, a consolidated financial statements present fairly forecast for the financial position Borrower and its Subsidiaries for such fiscal year and each of the Retained Companies two fiscal years thereafter, including forecasted consolidated balance sheets, consolidated statements of income, shareholders' equity and cash flows of the Borrower and its Subsidiaries, and forecasted capital expenditure and acquisition information which forecast shall (A) state the assumptions used in the preparation thereof, (B) contain such other information as at requested by any Bank and (C) be in form satisfactory to the dates indicated Majority Banks; and promptly after the results giving, sending or filing thereof, copies of their operations all reports, if any, which the Borrower or any of its Subsidiaries sends to the holders of its respective capital stock or other securities and changes in their financial position for of all reports or filings, if any, by the periods indicated in conformity Borrower or any of its Subsidiaries with GAAP applied on a basis consistent with B-3the Securities and Exchange Commission or any national securities exchange.

Financial Statements and Other Reports. The Company covenants that it Holdings will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearmonth, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a company prepared consolidated balance sheet of and income statement covering Holdings’ and its Consolidated Subsidiaries’ consolidated operations during the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal yearprepared under GAAP, all in reasonable detail and consistently applied, certified by the principal financial officer of the Company as presenting fairly, a Responsible Officer and in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject form acceptable to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i)Agent; (iib) promptly following the reasonable request of Agent, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Credit Parties with respect to the payroll period(s) occurring during such month; (c) as soon as practicable and in any event within 90 available, but no later than ninety (90) days after the end last day of each Holdings’ fiscal year, a audited consolidated statement of incomefinancial statements, including, without limitation, a consolidated statement of cash flow statement, prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and a consolidated statement notices made available to Borrower’s security holders or to any holders of stockholders equity Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC, unless such reports or other filings are otherwise available on the public website of the Retained Companies for such yearSEC (xxx.XXX.xxx); (e) (i) on a quarterly basis, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by that certain litigation letter or disclosure statement delivered to Holdings’ independent public accountants at substantially the same time such letter or disclosure statement is delivered to Holdings’ independent public accountants and (ii) a prompt report of recognized national standing selected any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could (A) reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Five Hundred Thousand Dollars ($500,000) or more, (B) if adversely decided could reasonably be expect to have a Material Adverse Effect or (C) in any manner draws into question the validity of any of the Operative Documents; (f) prompt written notice of an event that has had or reasonably could be expected to have a Material Adverse Effect on the value of any Intellectual Property; and (g) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request. Each Borrower will, within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Material Contracts. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Domestic Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. The Company covenants that it Borrowers will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Asahi: (i1) as soon as practicable available, but no later than the period then allowed for fiscal quarterly reporting to the SEC per SEC Regulation S-K, a company prepared consolidated balance sheet, cash flow and income statement covering the Borrowers’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in any event within 45 days a form reasonably acceptable to Asahi; (2) as soon as available, but no later than the period then allowed for fiscal annual reporting to the SEC per SEC Regulation S-K after the end last day of each quarterly period (other than the last quarterly period) in each Borrowers’ fiscal year, a audited consolidated statement financial statements prepared under GAAP, consistently applied, together with an opinion on the financial statements from Ernst & Young or another independent certified public accounting firm acceptable to Asahi in its reasonable discretion; (3) within five (5) days of income delivery or filing thereof, copies of all statements, reports and a consolidated statement notices made available to the Borrowers’ security holders and copies of cash flow all reports and other filings made by the Borrowers with any stock exchange on which any securities of the Retained Companies Borrowers are traded and/or the SEC; and (4) within five (5) days of NxStage Medical receiving approval from its Board of Directors thereof, copies of any Board approved budgets or operating plans for the period from the beginning of the then current fiscal year NxStage Medical. Documents required to be delivered pursuant to this Section 4.1 (to the end of extent any such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth documents are included in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period materials otherwise filed with the SEC SEC) may be delivered electronically and if so delivered, shall be deemed to satisfy have been delivered on the requirements date on which the Borrowers post such documents, or provide a link thereto on NxStage Medical’s website on the Internet at NxStage Medical’s website address of this clause xxx.xxxxxxx.xxx (ior such other website address as the Borrowers may provide to Asahi in writing from time to time); (ii) as soon as practicable and in provided, that to the extent Asahi is otherwise unable to receive any event within 90 days after such electronically delivered documents, the end of each fiscal yearBorrowers shall, a consolidated statement of incomeupon request by Asahi, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end deliver paper copies of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on documents to Asahi until a written request to cease delivering paper copies is given by independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3Asahi.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Lender Agent: (i1) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period month (or forty-five (45) days after the last day of the last month of each Fiscal Quarter), a company prepared consolidated balance sheet and income statement covering Borrowers’ and their consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied (except for ordinary course adjustments to such monthly financial statements which are taken in good faith, actuarial adjustments for self-insurance retention and disproportionate share payment adjustments), in a form reasonably acceptable to Lender Agent; (2) as soon as available, but no later than one hundred fifty (150) days after the last day of each Fiscal Year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Lender Agent in its reasonable discretion; (3) within five (5) days of delivery or filing thereof by any Borrower, copies of all statements, reports and notices made available to such Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by such Borrower with any stock exchange on which any securities of such Borrower are traded and/or the United States Securities and Exchange Commission; (4) a prompt report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that are not covered by insurance (including Borrower’s self-insured retention amounts) and could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of $500,000 or more; (5) prompt written notice of an event that materially and adversely affects the value of any material Intellectual Property; (6) budgets, sales projections, operating plans and other financial information and other information, reports or statements regarding the Borrowers, their business and the Collateral as Lender Agent may from time to time reasonably request; (7) concurrent with the delivery of its audited consolidated financial statements prepared under GAAP, a reconciliation between its interim fourth quarter report and any adjustments thereafter in connection with finalizing its audited consolidated financial statements prepared under GAAP, consistently applied; (8) promptly upon their becoming available, copies of all interest rate and currency hedging agreements that any Borrower or any of its Subsidiaries is party to and all Material Contracts (as defined in the A/R Facility) to the extent such documents are filed with the United States Securities and Exchange Commission; (9) every Fiscal Quarter (but not more frequently unless an Event of Default then exists and is continuing), a schedule of Eligible Accounts (as defined in the A/R Facility) and the thirty (30) largest Account Debtors (as defined in the A/R Facility) during such quarter; (10) within ten (10) days after the preparation or issuance thereof, copies of financial statements (other than those required to be delivered pursuant to clauses (1) and (2) above) prepared by, for or on behalf of Borrowers and any other notes, reports and other materials related thereto, including, without limitation, any pro forma financial statements; (11) promptly upon receipt thereof, copies of any reports submitted to a Borrower by its independent accountants in connection with any interim audit of the last quarterly periodbooks of such Person or any of its Affiliates and copies of each management control letter provided by such independent accountants; (12) in each fiscal yearwithin fifteen (15) days after the execution thereof, a copy of any contracts with the federal government or with a Governmental Authority in the State of California; (13) as soon as available, but no later than one (1) day after the commencement of each Fiscal Year, consolidated month by month projected operating budgets, annual projections, profit and loss statements, and cash flow reports of and for Borrowers for such upcoming Fiscal Year (including an income statement of income for each month and a consolidated statement of cash flow of the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth the last month in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (iFiscal Quarter); and (ii14) as soon as practicable any additional information, documents, statements, reports and in any event within 90 days after other materials that are provided to the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of agent or the Retained Companies for such year, and a consolidated balance sheet of lenders under the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3A/R Facility.

Financial Statements and Other Reports. The Company covenants that it will Borrower shall deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%the Agent: (i) as As soon as practicable and in any event within 45 ninety-five (95) days after the end of each quarterly period Fiscal Year, (other than i) the last quarterly period) in each fiscal year, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies Borrower Parties as of the end of such quarterly period, setting forth in each case in comparative form figures for year and the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, a related consolidated statement statements of income, a consolidated statement of stockholders’ equity and cash flow and a consolidated statement of stockholders equity of the Retained Companies Borrower Parties, for such year, and a consolidated balance sheet of the Retained Companies as of the end of such yearFiscal Year, setting forth in each case in comparative form the corresponding consolidated figures from for the preceding fiscal yearprevious Fiscal Year, all in reasonable detail and examined (ii) the consolidated balance sheet of the Borrower Parties as of the end of such year and reported on the related consolidated statements of income, stockholder’s equity and cash flow for such fiscal years, all in reasonable detail and, in each case, certified by the Guarantor’s chief financial officer as fairly presenting the consolidated financial condition of the Borrower Parties as of the dates indicated and the consolidated results of operations and cash flows for the periods indicated. With respect to the financial statements of Borrower Parties, such statements shall be accompanied by an unqualified report thereon of Ernst & Young, LLP or other independent certified public accountants of recognized national standing selected by the CompanyBorrower Parties and reasonably satisfactory to the Agent, which report shall state that such consolidated financial statements fairly present fairly the financial position of the Retained Companies Borrower Parties as at of the dates date indicated and the their results of their operations and changes in their financial position cash flows for the periods indicated in conformity with GAAP applied (except as otherwise stated therein) and that the examination by such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards. As soon as practicable and in any event within fifty (50) days after the end of each of the first three (3) Fiscal Quarters during each Fiscal Year a consolidated balance sheet of the Borrower Parties as of the end of such quarter and the related consolidated statements of income, stockholders’ equity and cash flow for such quarter and the portion of the Fiscal Year ended at the end of such quarter, setting forth in each case in comparative form the consolidated figures for the corresponding periods of the prior Fiscal Year, all in reasonable detail and certified by the Guarantor’s chief financial officer as fairly presenting the consolidated financial condition of the Borrower Parties as of the dates indicated and the consolidated results of operations and cash flows for the periods indicated, subject to normal year-end adjustments and made in accordance with GAAP. Within ninety-five (95) days after the end of each Fiscal Quarter ending December 31 and within fifty (50) days after the end of each other Fiscal Quarter, a certificate of the senior vice-president, corporate finance, chief financial officer, controller or treasurer of the Guarantor substantially in the form of Exhibit F (a “Compliance Certificate”), (a) duly completed setting forth the calculations required to establish Availability and compliance with Section 6.4 on the date of such financial statements and (b) stating that, to the best knowledge of such officer, after making such inquiry and other investigation as such officer deems reasonable under the circumstances, no Default exists or, if a basis consistent Default does exist, the nature thereof and the action that the Borrower proposes to take with B-3respect thereto. Within ninety-five (95) days after the end of each Fiscal Quarter ending December 31 and within fifty (50) days after the end of each other Fiscal Quarter, a report showing Available Financing as of the end of such Fiscal Quarter. An Unencumbered Pool report which includes for each Unencumbered Asset, the Property NOI for such Fiscal Quarter with reasonable detail as to all Property Expenses, Capital Expenditures incurred, and average Occupancy Rate during the Fiscal Quarter. This portion of the report shall be submitted to the Agent within ninety-five (95) days after the end of each Fiscal Quarter ending December 31 and within fifty (50) days after the end of each other Fiscal Quarter. Within three (3) Business Days after the Borrower becomes aware of the occurrence of any Default or Event of Default, a certificate of a Senior Officer of the Borrower setting forth the details thereof and the action that the Borrower is taking or proposes to take with respect thereto. Promptly upon their becoming available and in any event within five (5) Business Days after submission to the SEC, copies of all financial statements, reports (including forms 10Q and 10K), notices and proxy statements sent or made available by the Guarantor to its security holders, all registration statements (other than the exhibits thereto) and annual, quarterly or monthly reports, if any, filed by the Guarantor with the SEC and all press releases by the Borrower or the Guarantor concerning material developments in the business of the Borrower or the Guarantor. At any time after the Borrower has any employees and is required to comply with ERISA or has any ERISA Affiliates which are required to comply with ERISA, within three (3) Business Days after any of the Borrower Parties becomes aware of the occurrence of (a) any Reportable Event in connection with any Plan, (b) any Prohibited Transaction in connection with any Plan or Multiemployer Plan (or any trust created thereunder), (c) any assertion against Borrower or any ERISA Affiliate of complete or partial withdrawal liability under Title IV of ERISA from any Multiemployer Plan, (d) any partial or complete withdrawal by the Borrower or any ERISA Affiliate from any Multiemployer Plan, (e) any cessation of operations by the Borrower or any ERISA Affiliate at a facility in the circumstances described in Section 4062(e) of ERISA, (f) the withdrawal by the Borrower or any ERISA Affiliate from a Multiple Employer Plan during a plan year for which it was a substantial employer, as defined in Section 4001(a)(2) of ERISA, (g) the failure by the Borrower or any ERISA Affiliate to make a payment to a Plan required under Section 302(f)(1) of ERISA, (h) the adoption of an amendment to a Plan requiring the provision of security to such Plan pursuant to Section 307 of ERISA, (i) the PBGC’s intent to terminate any Plan administered or maintained by the Borrower or any ERISA Affiliate, impose liability (other than for premiums under Section 4007 of ERISA) or to have a trustee appointed to administer any such Plan, (j) the failure to make any payment or contribution relating to any Plan or Multiemployer Plan or make any amendment to any Plan which has resulted or could result in the imposition of a Lien or the posting of a bond or other security, (k) any application for a waiver under Section 412 of the Code of a Plan’s minimum funding standard, (1) any Multiemployer Plan is in reorganization, is insolvent or has been terminated, or (m) any Plan is terminated pursuant to Section 4041(c) of ERISA, a written notice specifying the nature thereof, and, when known, any action taken or threatened by the Internal Revenue Service, Department of Labor or the PBGC with respect thereto. Within three (3) Business Days after the Borrower obtains knowledge thereof, notice of all litigation or proceedings commenced or threatened affecting any Borrower Party (a) that involves alleged liability in excess of Five Million Dollars ($5,000,000) (in the aggregate) and which is not covered by insurance (or, if purportedly covered by insurance, then as to which the insurer has reserved its rights with respect to such coverage), (b) in which injunctive or similar relief is sought that, if obtained, could have a Material Adverse Effect or (c) that questions the validity or enforceability of any Loan Document. Within three (3) Business Days after the receipt thereof, a copy of any notice, summons, citation or written communication concerning any actual, alleged, suspected or threatened violation of Environmental Requirements, or liability of any Borrower Party for Environmental Damages, where the amount in controversy is equal to or greater than Five Million Dollars ($5,000,000.00). Within five (5) Business Days after the availability thereof, copies of all amendments to the charter, bylaws or other organizational documents of the Borrower or the Guarantor. Each Borrower Party shall deliver or cause to be delivered to the Agent, as the Agent may from time to time request, schedules identifying all insurance then in effect and certificates evidencing such insurance. Promptly upon request of the Agent, copies of each Schedule B (Actuarial Information) to the most recent annual report (Form 5500 Series) with respect to each Plan (if any). From time to time such additional information regarding the Borrower Parties, the Guarantor, the Consolidated Entities and the Unconsolidated Joint Ventures or their respective businesses, assets, liabilities, prospects, results of operation or financial condition as the Agent (or any Lender through the Agent) may reasonably request, including without limitation evidence regarding the Lien status of any Real Property in the Unencumbered Pool.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than forty-five (45) days after the end last day of each quarterly period fiscal quarter (beginning with the first full fiscal quarter ending after the Closing Date), a company prepared consolidated balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; (b) together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar Taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an opinion on the financial statements from Xxxxx Xxxxxxxx LLP or another independent certified public accounting firm acceptable to Agent in its reasonable discretion; provided that such opinion shall not contain a “going concern” or like qualification or exception or a qualification arising out of the scope of the audit (other than the last quarterly periodsolely with respect to, or resulting solely from (i) in each fiscal year, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period an upcoming maturity date under this Agreement or other Permitted Debt occurring within one year from the beginning time such report is delivered or (ii) any potential inability to satisfy any financial maintenance covenant on a future date or in a future period); (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the then current fiscal year SEC; (e) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could reasonably be expected to result in a Material Adverse Effect; and (f) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding Borrowers, their business and the end Collateral as Agent may from time to time reasonably request (unless the disclosure of such quarterly period, and a consolidated balance sheet information would require the forfeiture by such Credit Party or Subsidiary of the Retained Companies as of the end of attorney client privilege with respect to such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustmentsdocument; provided, however, that delivery pursuant such Credit Party or Subsidiary shall take all actions reasonably requested by Agent to clause (iii) below of a copy of allow access to such document without otherwise forfeiting such privilege). If Accuray publicly files with the Quarterly Report SEC reports on Form 10-K or Form 10-Q of for the Company for such quarterly period filed with applicable periods or any other periodic reports containing the SEC information required by clauses (a), (c) and (d) above, Accuray shall be deemed to satisfy the such requirements of this clause by such filing. Each Borrower will, within forty-five (i); (ii45) as soon as practicable and in any event within 90 days after the end last day of each fiscal yearquarter, deliver to Agent with the quarterly financial statements described in clause (a) above, a consolidated statement duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenant set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of incomeall Material Contracts. Each Borrower will, within twenty (20) days after the last day of each month, deliver to Agent a consolidated statement duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of cash flow accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a consolidated statement of stockholders equity of the Retained Companies for such yearschedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a consolidated balance sheet schedule of Eligible Accounts denoting, for the Retained Companies thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on rated by independent public accountants of recognized national standing selected by the A.M. Best Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. The Company covenants that it will deliver Furnish to Purchaser so long as Purchaser's Percentage Interest exceeds 10%: the Agent and the Banks (ia) as soon as practicable available and in any event within 45 days after the end of each quarterly period (other than the last quarterly period) in each fiscal year, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 100 days after the end of each fiscal yearyear of the Company, audited consolidated financial statements of the Company and the Subsidiaries consisting of a consolidated statement of income, a consolidated statement income and reconciliation of cash flow capital accounts of such year and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated related balance sheet of the Retained Companies sheets as of the end of such year-end, setting forth in each case in comparative form the corresponding figures from for the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated prepared in conformity with GAAP GAAP, applied on a basis consistent with B-3that of the preceding year, certified, without qualification, by the accounting firm of Ernst & Young LLP or by any other independent certified public accountants reasonably satisfactory to the Banks; (b) as soon as available and in any event within 30 days after the end of each monthly accounting period of the Company, a copy of the unaudited financial statements of the Company and the Subsidiaries as of the end of each such period, prepared in conformity with GAAP (but without footnotes and subject to normal year-end adjustments) consisting of a balance sheet and a statement of income and surplus for the period from the beginning of the current fiscal year to the end of such accounting period, certified by the chief financial officer or chief accounting officer of the Company on behalf of the Company; (c) as soon as available and in any event within 100 days after the end of each fiscal year of the Parent, a copy of the audited consolidated financial statement of the Parent and its consolidated subsidiaries, including the opinion of the accounting firm of Ernst & Young LLP or of any other independent certified public accountants reasonably satisfactory to the Banks, and a copy of the 10-K report filed by the Parent with the Securities and Exchange Commission for such fiscal year; (d) as soon as available and in any event within 60 days after the close of each quarterly accounting period in each fiscal year of the Parent, a copy of the 10-Q report filed by the Parent with the Securities and Exchange Commission for such quarter; (e) as soon as available and in any event within 30 days after the end of each month, a certificate in the form of Schedule 4.01(e) hereto (“Borrowing Base/Compliance Certificate”), prepared as of the last Business Day of such month; (f) as soon as available and in any event within 30 days after the end of each calendar month a servicing/delinquency report prepared as of the end of such month and showing with respect to the Servicing Portfolio: the number of Mortgage Loans (including Mortgage Loans subject to Mortgage-backed Securities) included therein, the total principal amount thereof, investor type, geographic concentration, weighted average coupon, weighted average maturity, weighted average servicing fee, delinquency status and foreclosure experience; (g) within five Business Days after the end of each calendar month, an Inventory/Pipeline Report satisfactory to the Required Banks; (h) promptly upon their becoming available, copies of all audit reports prepared for FNMA, GNMA or FHLMC with respect to the Company or any subservicer of the Company; (i) as promptly as practicable (but in any event not later than five Business Days) after the President, Vice President-Finance or Treasurer of the Company obtains actual knowledge of the occurrence of any Event of Default or Unmatured Event of Default, notice of such occurrence, together with a detailed statement by an officer of the Company on behalf of the Company of the steps being taken by the Company to cure the Event of Default or Unmatured Event of Default; and (j) from time to time, with reasonable promptness, such further information regarding the business, affairs and financial condition of the Company as the Agent or any Bank may reasonably request.

Financial Statements and Other Reports. The Company covenants that it Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than forty (40) days after the end last day of each quarterly period month, a company prepared consolidated balance sheet, cash flow and income statement covering Borrower’s consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; (other b) together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one-hundred twenty (120) days after the last quarterly period) in each day of Borrower’s fiscal year, a audited consolidated statement financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of income delivery, copies of all statements, reports and a consolidated statement notices made available to all of cash flow Borrower’s security holders or to any holders of the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, Subordinated Debt; (e) all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report reports on Form 10-K, 10-Q of the Company for such quarterly period and 8-K filed with the SEC shall be deemed to satisfy SEC, which are posted on Borrower’s website at wxx.xxxxxxxx.xxx and the requirements SEC’s website at wxx.xxx.xxx (such access being sufficient for notice and delivery of this clause (isuch reports); (iif) as soon as practicable and available, but no later than forty (40) days after the last day of each month, a report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that are likely to result in damages or costs to any Borrower or any of its Subsidiaries of One Hundred Thousand Dollars ($100,000) or more; (g) as soon as available, but no later than forty (40) days after the last day of each month (but in any event prior to registering any Intellectual Property with the United States Copyright Office) (i) notice that Borrower has acquired and/or developed any new Material Intellectual Property, (ii) notice that Borrower has entered into or become bound by any additional material license agreement (other than over-the-counter software that is commercially available to the public) and (iii) deliver to Agent an updated Schedule 3.19 reflecting same, and upon any other material change in Borrower’s Material Intellectual Property from that listed on Schedule 3.19; Borrower shall take such steps as Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) all licenses or agreements to be deemed “Collateral” and for Agent to have a security interest in it that might otherwise be restricted or prohibited by Law or by the terms of any such license or agreement, whether now existing or entered into in the future, and (ii) Agent to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Agent’s rights and remedies under this Agreement and the other Loan Documents; and (h) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request. Each Borrower will, within 90 forty (40) days after the end last day of each fiscal yearmonth, deliver to Agent with the monthly financial statements, a consolidated statement duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of incomeall Material Contracts filed with Form 10-K, 10-Q and 8-K filed with the SEC, which are posted on Borrower’s website at wxx.xxxxxxxx.xxx and the SEC’s website at wxx.xxx.xxx (such access being sufficient for notice and delivery of such reports). Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a consolidated statement duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of cash flow accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a consolidated statement of stockholders equity of the Retained Companies for such yearschedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a consolidated balance sheet schedule of Eligible Accounts denoting the Retained Companies as of the end of thirty (30) largest Account Debtors during such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3quarter.

Financial Statements and Other Reports. The Company covenants that it Section 4.1 is hereby amended and restated in its entirety to read as follows: Financial Statements and Other Reports. Staffing 360 will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period month, a company prepared “flash report” covering Staffing 360’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared in a manner, scope and detail consistent with the Staffing 360’s flash reports provided to Agent prior to the Closing Date, certified by a Responsible Officer and in a form acceptable to Agent, (other b) as available, but no later than thirty (30) days after the last quarterly period) in day of each fiscal yearquarter of Staffing 360, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow of and income statement (including year-to-date results) covering Staffing 360’s and its Consolidated Subsidiaries’ consolidated operations during the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodprepared under GAAP, consistently applied, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from as at the preceding end of the corresponding fiscal yearquarter of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail detail, certified by a Responsible Officer and examined in a form acceptable to Agent; (c) together with the flash reports described in (a) above, evidence of payment and reported on satisfaction of all payroll, withholding and similar taxes due and owing by independent public accountants all Credit Parties with respect to the payroll period(s) occurring during such month; (d) as soon as available, but no later than one hundred five (105) days after the last day of recognized national standing selected by the CompanyStaffing 360’s fiscal year, which report shall state that such audited consolidated financial statements present fairly prepared under GAAP, consistently applied, together with an unqualified opinion on the financial position statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion, provided, however, for the Staffing 360’s 2015 fiscal year only, the opinion may contain a going concern qualification that is based on the Staffing 360’s liquidity consistent with the financial information described in Section 3.5 and with the closing and fundings under the terms of this Agreement; (e) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Staffing 360’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of Borrower are traded and/or the Retained Companies as at SEC; (f) a prompt written report of any legal actions pending or threatened against any Credit Party or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Credit Party or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (g) prompt written notice of an event that materially and adversely affects the dates indicated value of any Intellectual Property; and (h) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Credit Parties, their business and the results Collateral as Agent may from time to time reasonably request. Commencing November 30, 2015, Staffing 360 will, within thirty (30) days after the last day of each month, deliver to Agent (i) with the first two monthly flash reports described in clause (a) above and (ii) with quarterly financial statements described in clause (b) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their operations becoming available, Borrower shall deliver to Agent copies of all Swap Contracts and changes in their financial position Material Contracts. Borrower will, within ten (10) Business Days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Credit Parties shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the periods indicated in conformity with GAAP applied on a basis consistent with B-3thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period month, a company prepared consolidated balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; (other b) together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one-hundred eighty (180) days after the last quarterly period) in each day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (except that such opinion may be qualified with a consolidated going concern statement of income solely based on recurring losses and a consolidated statement of cash flow net capital deficiencies of the Retained Companies for Borrower) on the period financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the beginning SEC (provided that this delivery requirement shall not apply to any materials or information made available to such holders solely in their capacities as members of the then current fiscal year Borrower’s board of directors and shall not apply to ministerial items); (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000) or more; (f) prompt written notice of an event that materially and adversely affects the end value of such quarterly periodany Material Intangible Asset; and (g) budgets, sales projections, operating plans and a consolidated balance sheet of other financial information and information, reports or statements regarding the Retained Companies Borrowers, their business and the Collateral as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject Agent may from time to changes resulting from year-end closing and audit adjustmentstime reasonably request; provided, however, that delivery pursuant reporting related to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC Regulatory Required Permits and/or Regulatory Reporting Events shall be deemed to satisfy the requirements of this clause governed by Section 4.17. Each Borrower will, within thirty (i); (ii30) as soon as practicable and in any event within 90 days after the end last day of each fiscal yearmonth, deliver to Agent with the monthly financial statements described in clause (a) above, a consolidated statement duly completed Compliance Certificate signed by a Responsible Officer. Each Borrower will, within thirty (30) days after the last day of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity each month beginning after the delivery of the Retained Companies for such yearInitial Borrowing Base Certificate, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on accounts payable (by independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3invoice date).

Financial Statements and Other Reports. The Company covenants that it Borrower will deliver deliver, or will cause to Purchaser so long as Purchaser's Percentage Interest exceeds 10%be delivered, to the Administrative Agent and each of the Lenders: (ia) as soon as practicable Quarterly Financial Statements for the Borrower and in any event within 45 its Subsidiaries. Within forty-five (45) days after the end of each quarterly period Fiscal Quarter of each Fiscal Year (other than excluding the last quarterly periodfourth Fiscal Quarter) in each fiscal yearor the date such information is filed with the SEC, a the consolidated statement of income and a consolidated statement of cash flow balance sheets of the Retained Companies Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current fiscal year Fiscal Year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such yearFiscal Quarter, setting forth in each case in comparative form the corresponding figures from for the preceding fiscal yearcorresponding periods of the previous Fiscal Year, all in reasonable detail and examined consistent in all material respects with the manner of presentation as of the Closing Date, together with a Financial Officer Certification with respect thereto; (b) Audited Annual Financial Statements for the Borrower and reported on by its Subsidiaries. Upon the earlier of the date that is ninety (90) days after the end of each Fiscal Year of the Borrower or the date such information is filed with the SEC, (i) the consolidated balance sheets of the Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail and consistent in all material respects with the manner of presentation as of the Closing Date, together with a Financial Officer Certification with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon of Xxxxx Xxxxxxxx LLP or other independent certified public accountants of recognized national standing selected by the CompanyBorrower, which report shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements present fairly present, in all material respects, the consolidated financial position of the Retained Companies Borrower and its Subsidiaries as at the dates indicated and the results of their operations and changes in their financial position cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with B-3prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards); (c)

Financial Statements and Other Reports. The Company covenants that it Each Borrower will maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in conformity with GAAP. Such Borrower will deliver to each Purchaser and to any Transferee (in each case, so long as Purchaser's Percentage Interest exceeds 10%: it continues to hold a Note): (a) as soon as practicable, but in any event within 30 days after the end of (i) each month in each Fiscal Year of Parent, unaudited monthly consolidated and consolidating financial statements of Parent and its Subsidiaries for such month prepared in accordance with GAAP, and setting forth, in comparative form, the Consolidated figures for the comparable corresponding month of the previous Fiscal Year together with a certification by the principal financial or accounting officer of Parent that the information contained in such financial statements fairly presents the financial condition of Parent and its Subsidiaries as of the date thereof (subject to year-end adjustments); and (ii) each of the first eleven months in each Fiscal Year, and for the period from the beginning of then current Fiscal Year to the end of such month, a comparison setting forth the corresponding figures from the budgeted or projected figures set forth in the Projections described in Section 8.1(g) below for such period, all in reasonable detail and being prepared in accordance with GAAP; (b) as soon as practicable and in any event within 45 days after the end of (i) each quarterly period (other than of the last quarterly period) first three Fiscal Quarters in each fiscal Fiscal Year, consolidated balance sheets of Parent and its Subsidiaries as at the end of such period and for the year-to- date and the related consolidated and consolidating statements of income and cash flows of Parent and its Subsidiaries for such Fiscal Quarter and for the year-to-date and setting forth, in comparative form, the Consolidated figures for the comparable corresponding Fiscal Quarter of the previous Fiscal Year; and (ii) the first three Fiscal Quarters in each Fiscal Year, and for the period from the beginning of then current Fiscal Year to the end of such Fiscal Quarter, a comparison setting forth the corresponding figures from the budgeted or projected figures set forth in the Projections described in Section 8.1(g) below for such period, all in reasonable detail and being prepared in accordance with GAAP, together with a certification by the chief financial or accounting officer of Parent that the information contained in such financial statements fairly presents the financial position of Parent and its Subsidiaries as of the date thereof (subject to year-end adjustments). Notwithstanding the foregoing, the Parent's obligation under Section 8(b)(i) will be satisfied if the Parent continues to be a reporting company under the Securities Exchange Act and timely files its quarterly reports on Form 10-Q thereunder. (c) as soon as available and in any event within 120 days after the end of each Fiscal Year, a copy of the annual audit report for such year for Parent and its Subsidiaries, including therein a consolidated balance sheet of Parent and its Subsidiaries as of the end of such Fiscal Year, a consolidated statement of income and a consolidated statement of cash flow flows of the Retained Companies Parent and its Subsidiaries for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodFiscal Year, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from for the preceding fiscal yearFiscal Year, all and (ii) in reasonable detail and examined and reported on comparative form the corresponding projected figures for such Fiscal Year as set forth in the Projections covering such Fiscal Year previously delivered to Purchasers, in each case accompanied by an opinion of audit of independent public accountants of recognized national standing selected by standing, together with a certificate of such accounting firm to Purchasers stating that in the Companycourse of the regular audit of the business of Parent and its Subsidiaries, which audit was conducted by such accounting firm in accordance with generally accepted auditing standards, such accounting firm has obtained no knowledge that a Default has occurred and is continuing, or if, in the opinion of such accounting firm, a Default has occurred and is continuing, a statement as to the nature thereof. Notwithstanding the foregoing, the Parent's obligation under Section 8(c)(i) will be satisfied if the Parent continues to be a reporting company under the Securities Exchange Act and timely files its annual report shall state that such consolidated on Form 10-K thereunder.; (d) together with each delivery of financial statements present fairly of Parent and its Subsidiaries pursuant to Sections 8.1(b) and 8.1(c) above, an Officers' Certificate setting forth, if applicable, reconciliations to reflect changes in GAAP since September 30, 2001, and stating that (y) as of the date of such certificate, there exists no Default or Event of Default or condition that would, with either or both the giving of notice or the lapse of time, result in a Default or Event of Default, and (z) the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes statements delivered herewith were prepared in their financial position for the periods indicated in conformity accordance with GAAP applied on a basis consistent with B-3prior periods (except, in the case of quarterly statements, for provisions for footnotes and being subject to year-end audit adjustments and, in all cases, except as disclosed therein); (e) contemporaneously with the filing or mailing thereof, copies of all material of a financial nature filed with the Commission or sent to the Shareholders of Parent; (f) promptly, but in no event later than 5 business days, upon any officer of any Borrower obtaining actual knowledge, written notice: (i) of any condition or event that constitutes an Event of Default or Default or that any holder of a Note has given any notice or taken any other action with respect to a claimed Default or Event of Default under this Agreement, (ii) of any Person that has given any notice to such Borrower or taken any other action with respect to a claimed default or event or condition of the type referred to in Section 8.1(b) which could reasonably be expected to have a Material Adverse Effect, or (iii) any pending or threatened condemnation proceedings by any Governmental Authority affecting any Properties or Assets of such Borrower, the condemnation of which reasonably could be expected to have a Material Adverse Effect; (g) as soon as they are available, but in any event within 60 days prior to the beginning of each Fiscal Year, Projections for such Fiscal Year. Such Projections shall be in form and substance consistent with Parent's past practices and shall be certified by the chief financial or accounting officer of Parent as being such officer's good faith estimate of the financial performance of Parent and its Subsidiaries during such period; (h) promptly upon receipt thereof, copies of all accountant's management letters delivered to Parent or any of its Subsidiaries; (i) during the following week, in each week of each Fiscal Year a report for the previous week setting forth data relating to the month-to-date sales and a cash report of the Parent and its Subsidiaries for such period; and (j) with reasonable promptness, such other information and data with respect to any Borrower as from time to time may be reasonably requested by the Purchasers, including information regarding the business, assets, financial condition, income or prospects of such Borrower;.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Lender Agent: (i1) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period month, a company prepared consolidated balance sheet and income statement covering Borrowers’ and their consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied (except for ordinary course adjustments to such monthly financial statements which are taken in good faith, actuarial adjustments for self-insurance retention and disproportionate share payment adjustments), in a form reasonably acceptable to Lender Agent; (2) as soon as available, but no later than one hundred fifty (150) days after the last day of each Fiscal Year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Lender Agent in its reasonable discretion; (3) within five (5) days of delivery or filing thereof by any Borrower, copies of all statements, reports and notices made available to such Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by such Borrower with any stock exchange on which any securities of such Borrower are traded and/or the United States Securities and Exchange Commission; (4) a prompt report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that are not covered by insurance (including Borrower’s self-insured retention amounts) and could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of $500,000 or more; (5) prompt written notice of an event that materially and adversely affects the value of any material Intellectual Property; (6) budgets, sales projections, operating plans and other financial information and other information, reports or statements regarding the Borrowers, their business and the Collateral as Lender Agent may from time to time reasonably request; (7) concurrent with the delivery of its audited consolidated financial statements prepared under GAAP, a reconciliation between its interim fourth quarter report and any adjustments thereafter in connection with finalizing its audited consolidated financial statements prepared under GAAP, consistently applied; (8) promptly upon their becoming available, copies of all interest rate and currency hedging agreements that any Borrower or any of its Subsidiaries is party to and all Material Contracts (as defined in the MidCap Facility) to the extent such documents are filed with the United States Securities and Exchange Commission; (9) every Fiscal Quarter (but not more frequently unless an Event of Default then exists and is continuing), a schedule of Eligible Accounts (as defined in the MidCap Facility) and the thirty (30) largest Account Debtors (as defined in the MidCap Facility) during such quarter; (10) within ten (10) days after the preparation or issuance thereof, copies of financial statements (other than those required to be delivered pursuant to clauses (1) and (2) above) prepared by, for or on behalf of Borrowers and any other notes, reports and other materials related thereto, including, without limitation, any pro forma financial statements; (11) promptly upon receipt thereof, copies of any reports submitted to a Borrower by its independent accountants in connection with any interim audit of the last quarterly periodbooks of such Person or any of its Affiliates and copies of each management control letter provided by such independent accountants; (12) in each fiscal yearwithin fifteen (15) days after the execution thereof, a copy of any contracts with the federal government or with a Governmental Authority in the State of California; (13) not less than thirty (30) days prior to the commencement of each Fiscal Year, consolidated month by month projected operating budgets, annual projections, profit and loss statements, and cash flow reports of and for Borrowers for such upcoming Fiscal Year (including an income statement of income for each month and a consolidated statement of cash flow of the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth the last month in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (iFiscal Quarter); and (ii14) as soon as practicable any additional information, documents, statements, reports and in any event within 90 days after other materials that are provided to the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of agent or the Retained Companies for such year, and a consolidated balance sheet of lenders under the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3MidCap Facility.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearmonth, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; (b) together with the financial reporting package described in (a) above, evidence of the Retained Companies for the period from the beginning payment and satisfaction of the then current fiscal year all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the end of payroll period(s) occurring during such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i)month; (iic) as soon as practicable and in any event within 90 available, but no later than ninety (90) days after the end last day of each Borrower’s fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such audited consolidated financial statements present fairly prepared under GAAP, consistently applied, together with an unqualified opinion on the financial position statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the Retained Companies as at SEC; (e) a prompt report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could result in damages or costs to any Borrower or any of its Subsidiaries of $250,000 or more; (f) prompt written notice of an event that materially and adversely affects the dates indicated value of any Intellectual Property; (g) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the results Collateral as Agent may from time to time reasonably request; and (h) an updated Schedule 5.8 at least once per each twelve (12) month period. Each Borrower will, within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their operations becoming available, Borrowers shall deliver to Agent copies of all Material Contracts. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and changes in their financial position accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the periods indicated in conformity with GAAP applied on a basis consistent with B-3thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable available, but no later than forty-five (45) days after the last day of each fiscal quarter, a company prepared consolidated balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; (b) as soon as available, but no later than one hundred and twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from KPMG International or another independent certified public accounting firm; (c) within five (5) Business Days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (d) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Five Hundred Thousand Dollars ($500,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property material to the business of the Credit Parties; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming fiscal year, on a quarterly basis; and (h) promptly (and in any event within 45 ten (10) days after of any request therefor) such readily available budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the end of each quarterly period (other than Borrowers, their business and the last quarterly period) in each fiscal year, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period Collateral as Agent may from the beginning of the then current fiscal year time to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustmentstime reasonably request; provided, however, that delivery pursuant reporting related to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC Regulatory Required Permits and/or Regulatory Reporting Events shall be deemed to satisfy the requirements of this clause governed by Section 4.17. Each Borrower will, within thirty (i); (ii30) as soon as practicable and in any event within 90 days after the end last day of each fiscal yearmonth, deliver to Agent with the, a consolidated statement duly completed Compliance Certificate signed by a Responsible Officer. Each Borrower will, within fifteen (15) days after the last day of incomeeach month, deliver to Agent a consolidated statement duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of cash flow accounts receivable and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on accounts payable (by independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3invoice date).

Financial Statements and Other Reports. The Company covenants that it will deliver (a) Borrower shall cause to Purchaser so long as Purchaser's Percentage Interest exceeds 10%: (i) be furnished to Lender as soon as practicable available, and in any event within 45 no later than one hundred twenty (120) days after the end of each quarterly period Fiscal Year (other than the last quarterly periodi) in each fiscal year, a certified annual consolidated statement financial statements of income Consolidated Hydro and a consolidated statement of cash flow of the Retained Companies (as available) audited annual financial statements for the period from Borrower and the beginning of the then current fiscal year Projects, such financial statements to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, be prepared in accordance with GAAP consistently applied (except if annual audited financial statements for the Borrower and any Project are not available, then Borrower must provide Lender with the unaudited balance sheet and income statement for the Borrower and each Project that are used as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (iConsolidated Hydro's audited consolidated financial statements); (ii) as soon as practicable a report and in any event within 90 days after the end opinion relating to Consolidated Hydro's annual financial statements of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent certified public accountants of recognized national standing selected by Borrower and reasonably acceptable to Lender (which shall include any of the Company"Big Six" accounting firms), which report the opinion shall state each be based upon an audit made in accordance with GAAP throughout the period involved and (iii) a statement by such independent certified public accountants that (A) in making the audit for such report and opinion such accountants (without making any special examination for the purpose of such statement) have obtained no knowledge of any Event of Default under Sections 5.6, 5.7, 6.1, 6.3, 6.4, 6.5, 6.6, and 6.7; provided, that such consolidated financial statements present fairly independent certified public accountants shall not be liable in respect of such statement by reason of any failure to obtain knowledge of any such default that would not be disclosed in the financial position course of the Retained Companies as an audit examination conducted in accordance with generally accepted auditing standards in effect at the dates indicated date of such examination, (B) if, in the opinion of such accountants, any such Event of Default referred to in the foregoing clause (A) shall exist, a statement as to the nature and status thereof shall be included. In addition, concurrently with the results delivery of their operations such statements, Borrower and changes each Affiliate shall furnish to Lender statements of cash distributions receivable or received by Borrower and each such Affiliate, which statements shall be in their financial position for the periods indicated in conformity with GAAP applied on a basis form consistent with B-3the Pro Forma.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable available, but no later than thirty days (30) days after the last day of each fiscal month that is not also the last month in a fiscal quarter, a company prepared consolidated balance sheet and income statement covering Borrowers’ and their Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer of Borrower Representative and in a form acceptable to Agent, together with a Compliance Certificate as evidence that no Event of Default has occurred, (b) as soon as available, but no later than forty-five (45) days after the last day of each fiscal quarter, a company prepared consolidated balance sheet, cash flow and income statement covering Borrowers’ and their Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer of Borrower Representative and in a form acceptable to Agent, together with a Compliance Certificate as evidence that no Event of Default has occurred; (c) together with the financial reporting package described in (b) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such fiscal quarter; (d) as soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion, together with a Compliance Certificate as evidence that no Event of Default has occurred; (e) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (f) a prompt (and in any event within 45 days after the end five (5) Business Days) report of each quarterly period any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could result in damages or costs to any Borrower or any of its Subsidiaries of One Million Dollars (other than the last quarterly period$1,000,000) in each fiscal year, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i)more; (iig) as soon as practicable prompt (and in any event within 90 days after three (3) Business Days) written notice of an event that materially and adversely affects the end ability of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity Borrowers to use any Intellectual Property owned and/or licensed by Borrowers as necessary for the operation of the Retained Companies for such yearbusinesses of Borrowers as they are conducted on the Closing Date; and (h) budgets, sales projections, operating plans and a consolidated balance sheet of other financial information and information, reports or statements regarding the Retained Companies as of the end of such yearBorrowers, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated their business and the results Collateral as Agent may from time to time reasonably request. Promptly (any in any event within ten (10) Business Days) upon their becoming available, Borrowers shall deliver to Agent copies of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3all Material Contracts.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (i1) as soon as practicable and in any event within 45 available, but no later than forty (40) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearquarter, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly periodcompany prepared [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, and a MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. consolidated balance sheet of and income statement covering Borrower’s consolidated operations during the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, a Responsible Officer and in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject form acceptable to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i)Agent; (ii2) as soon as practicable and available, but in any event case within 90 one hundred twenty (120) days after the end last day of each Borrower’s fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such audited consolidated financial statements present fairly prepared under GAAP, consistently applied, together with an unqualified opinion on the financial position statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (3) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or pursuant to the Retained Companies as at Pfizer Debt Documents; (4) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of $250,000 or more; (5) prompt written notice of an event that materially and adversely affects the dates indicated value of any Intellectual Property; and (6) budgets, sales projections, operating plans and other financial information reasonably requested by Agent from time to time. Each Borrower will, within thirty (30) days after the results last day of their operations each quarter, deliver to Agent with the quarterly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3accounts payable (by invoice date).

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Administrative Agent: (i1) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearmonth, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow of and income statement covering Borrower’s consolidated operations during the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodprepared under GAAP, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal yearconsistently applied, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, a Responsible Officer and in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject form acceptable to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i)Administrative Agent; (ii2) as soon as practicable and in any event within 90 available, but no later than one hundred fifty (150) days after the end last day of each Borrower’s fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such audited consolidated financial statements present fairly prepared under GAAP, consistently applied, together with an unqualified opinion on the financial position statements from an independent certified public accounting firm acceptable to Administrative Agent in its reasonable discretion; (3) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the Retained Companies as at SEC; (4) a prompt report of any legal actions pending or threatened against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (5) prompt written notice of an event that materially and adversely affects the dates indicated value of any Intellectual Property; and (6) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the results Collateral as Administrative Agent may from time to time reasonably request. Each Borrower will, within thirty (30) days after the last day of each month, deliver to Administrative Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their operations becoming available, Borrowers shall deliver to Administrative Agent copies of all Swap Contracts. Each Borrower will, within ten (10) days after the last day of each month and changes at such other times as requested by Administrative Agent in their financial position for the periods indicated in conformity its reasonable credit judgment, deliver to Administrative Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with GAAP applied on a basis consistent with B-3aged listings of accounts receivable and accounts payable (by invoice date).

Financial Statements and Other Reports. The After the Closing Date, the Company covenants that it will deliver agrees to Purchaser send the following reports to each holder of Series A Preferred Stock: (a) so long as Purchaser's Percentage Interest exceeds the Company is subject to the requirements of, or otherwise making filings pursuant to, Section 13 or 15(d) of the Exchange Act, within three days after the filing with the Commission, a copy of its Annual Report on Form 10%: –KSB or Form 10-K, its Quarterly Reports on Form 10–QSB or Form 10-Q, any proxy statements or information statements and any Current Reports on Form 8–K, together in each case with amendments thereto; (ib) within one day after release, copies of all press releases issued by the Company or any of its Subsidiaries; (c) promptly upon receipt thereof, copies of reports, if any, submitted to the Company by independent accountants in connection with each annual or interim audit of the books of the Company made by such accountants; and (d) all other information sent to holders of the Common Stock or any other equity security holder. Without limiting the foregoing, the Company shall deliver to each Purchaser until such Purchaser transfers, assigns (except in the case of an assignment to an Affiliate) or sells all of its Series A Preferred Stock (a) as soon as practicable and in any event within 45 days after the end of each quarterly period (other than fiscal quarter, the last quarterly period) in each fiscal yearfollowing information: consolidated statements of income, a consolidated statement of income stockholders’ equity and a consolidated statement of cash flow flows of the Retained Companies Company and its Subsidiaries for such fiscal period and for the period from the beginning of the then current fiscal year to the end of such quarterly periodfiscal period and a comparison of each such item to the then current budget, and a consolidated the balance sheet of the Retained Companies Company and its Consolidated Subsidiaries as of at the end of such quarterly fiscal period, setting forth in each case in comparative form figures for the corresponding period or date periods in the preceding fiscal year, all in reasonable detail and detail, prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, certified as to fair presentation by the principal financial officer of the Company as presenting fairly, and accompanied by a written discussion of operations in accordance with GAAP applied summary form; and (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (iib) as soon as practicable and in any event within 90 days after the end of each fiscal yearyear of the Company, a consolidated statement the following information: statements of income, a consolidated statement of stockholders’ equity and cash flow and a consolidated statement of stockholders equity flows of the Retained Companies Company and its consolidated Subsidiaries for such year, and a consolidated balance sheet of the Retained Companies Company and its consolidated Subsidiaries as of at the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all prepared in reasonable detail accordance with generally accepted accounting principles consistently applied throughout the periods involved, and examined and reported on accompanied by an opinion of BDO Xxxxxxx XX, or another firm of independent public accountants of recognized national standing selected by the Company, which report shall state to the effect that such the consolidated financial statements have been prepared in accordance with generally accepted accounting principles consistently applied (except for changes in application in which such accountants concur and as are noted therein) and present fairly the financial position condition of the Retained Companies Company and its consolidated Subsidiaries and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances; and accompanied by a written discussion of operations by management in summary form with respect to such fiscal year, including a comparison to budget. Each Purchaser is hereby authorized to deliver a copy of any financial statement delivered to it pursuant to this Section 4.2 to any regulatory body having jurisdiction over it that requests such information. Subject to compliance with reasonable confidentiality requirements imposed by the Company, each Purchaser shall have reasonable access to the Company, including its management, and its books and records during regular business hours and is further authorized to request information from and to have access to, at the dates indicated and Company’s expense, the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3Company’s independent public accountants. The Company shall request such accountants to make available to any Purchaser such information as such Purchaser may reasonably request.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period month, (other than i) a company prepared consolidated balance sheetsheets, cash flowflows and income statementstatements (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the last quarterly period) in each fiscal year, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and (ii) a company prepared consolidated balance sheet of sheets, cash flows and income statements (including year-to-date results) covering the Retained Companies as of Company SPV and its Consolidated Subsidiaries’ consolidated operations during the end of such quarterly period, in each case, prepared under GAAP, consistently applied, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from as at the preceding end of the corresponding month of the previous fiscal yearyear and the projected figures for such period based upon the projections required hereunder, all in reasonable detail detail, certified by a Responsible Officer and examined in a form acceptable to Agent; (b) together with the financial reporting package described in (a) above, evidence of payment and reported satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by independent public accountants Borrower with any stock exchange on which any securities of recognized national standing selected any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of One Hundred Thousand Dollars ($100,000) or more provided that Borrower shall be required to disclose threatened litigation that is received in the form of a “demand letter” only in its quarterly Compliance Certificates (it being understood that the foregoing exception shall not apply with respect to litigation for which any court filings have been made); (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (g) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request. Each Borrower will, within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth monthly cash and cash equivalents held by Borrowers and, Borrowers and their Consolidated Subsidiaries and the Restricted Company SPV Subsidiaries (together with monthly account statements with respect to all Deposit Accounts and Securities Accounts held by the Company, which report shall state that such consolidated financial statements present fairly Restricted Company SPV Subsidiaries) and calculations showing compliance with the financial position covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Swap Contracts and Material Contracts. Each Borrower will, within ten (10) days after the Retained Companies last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as at the dates indicated and the results Agent shall request, deliver to Agent a schedule of their operations and changes in their financial position Eligible Accounts denoting, for the periods indicated thirty (30) largest Account Debtors during such quarter. Notwithstanding anything to the contrary herein, documents required to be delivered pursuant to Section 4.1(d) (to the extent any such documents are included in conformity materials filed with GAAP applied the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrowers posts such documents, or provides a basis consistent with B-3link thereto, on Borrowers’ website on the Internet at Borrowers’ website address.

Financial Statements and Other Reports. The Company covenants that it Holdings will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearmonth, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a company prepared consolidated balance sheet of and income statement covering Holdings’ and its Consolidated Subsidiaries’ consolidated operations during the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal yearprepared under GAAP, all in reasonable detail and consistently applied, certified by the principal financial officer of the Company as presenting fairly, a Responsible Officer and in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject form acceptable to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i)Agent; (iib) promptly following the reasonable request of Agent, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Credit Parties with respect to the payroll period(s) occurring during such month; (c) as soon as practicable and in any event within 90 available, but no later than ninety (90) days after the end last day of each Holdings’ fiscal year, a audited consolidated statement of incomefinancial statements, including, without limitation, a consolidated statement of cash flow statement, prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) (i) on a consolidated quarterly basis, that certain litigation letter or disclosure statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by delivered to Holdings’ independent public accountants at substantially the same time such letter or disclosure statement is delivered to Holdings’ independent public accountants and (ii) a prompt report of recognized national standing selected any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could (A) reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Five Hundred Thousand Dollars ($500,000) or more, (B) if adversely decided could reasonably be expect to have a Material Adverse Effect or (C) in any manner draws into question the validity of any of the Operative Documents; (f) prompt written notice of an event that has had or reasonably could be expected to have a Material Adverse Effect on the value of any Intellectual Property; and (g) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request. Each Borrower will, within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Material Contracts. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Domestic Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3Standard & Poor’s Corporation, Mxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. The Company covenants that it Parent will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period month, a company prepared “flash report” covering Parent’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared in a manner, scope and detail consistent with the Parent’s flash reports provided to Agent prior to the Closing Date, certified by a Responsible Officer and in a form acceptable to Agent, (other b) as available, but no later than thirty (30) days after the last quarterly period) in day of each fiscal yearFiscal Quarter of Parent, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow of and income statement (including year-to-date results) covering Parent’s and its Consolidated Subsidiaries’ consolidated operations during the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodprepared under GAAP, consistently applied, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from as at the preceding fiscal yearend of the corresponding Fiscal Quarter of the previous Fiscal Year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail detail, certified by a Responsible Officer and examined in a form acceptable to Agent; (c) together with the flash reports described in (a) above, evidence of payment and reported on satisfaction of all payroll, withholding and similar taxes due and owing by independent public accountants all Credit Parties with respect to the payroll period(s) occurring during such month; (d) as soon as available, but no later than one hundred five (105) days after the last day of recognized national standing selected by the CompanyParent’s Fiscal Year, which report shall state that such audited consolidated financial statements present fairly prepared under GAAP, consistently applied, together with an unqualified opinion on the financial position statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion, provided, however, for the Parent’s 2015 Fiscal Year only, the opinion may contain a going concern qualification that is based on the Parent’s liquidity consistent with the financial information described in Section 3.5 and with the closing and fundings under the terms of this Agreement; (e) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Parent’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the Retained Companies as at SEC; (f) a prompt written report of any legal actions pending or threatened against any Credit Party or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Credit Party or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (g) prompt written notice of an event that materially and adversely affects the dates indicated value of any Intellectual Property; and (h) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Credit Parties, their business and the results Collateral as Agent may from time to time reasonably request. Parent will, within thirty (30) days after the last day of each month, deliver to Agent (i) with the first two monthly flash reports described in clause (a) above and (ii) with quarterly financial statements described in clause (b) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their operations becoming available, Borrowers shall deliver to Agent copies of all Swap Contracts and changes in their financial position Material Contracts. Borrower Representative will, within ten (10) Business Days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Credit Parties shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the periods indicated in conformity with GAAP applied on a basis consistent with B-3thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, Standard & Poor’s Corporation, Mxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than forty-five (45) days after the end last day of each quarterly period (other than of the last quarterly period) in each fiscal yearfirst three calendar quarters, a company prepared consolidated statement of income and a consolidated statement of consolidating balance sheet, cash flow of and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodprepared under GAAP, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal yearconsistently applied, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, a Responsible Officer and in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject form acceptable to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i)Agent; (iib) as soon as practicable and in any event within 90 available, but no later than sixty-five (65) days after the end last day of each Borrower’s fiscal year, a audited consolidated statement of incomeand consolidating financial statements prepared under GAAP, a consolidated statement of cash flow and a consolidated statement of stockholders equity of consistently applied, together with an opinion on the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by financial statements an independent certified public accountants accounting firm of recognized national standing selected by the Borrower and acceptable to Agent in its reasonable discretion; provided that such opinion shall not contain a “going concern” or like qualification or exception or a qualification arising out of the scope of the audit; (c) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (d) within 60 days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; and (e) promptly (and in any event within ten (10) Business Days of any request therefor) such readily available budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; provided, however, that reporting related to Regulatory Required Permits and/or Regulatory Reporting Events shall be governed by Section 4.17. If the Parent publicly files with the SEC reports on Form 10-K or Form 10-Q for the applicable periods or any other periodic reports containing the information required by clauses (a) through (c) above, the Parent may satisfy such requirements by such filing. Each Borrower will, within thirty (30) days after the last day of each month, deliver to Agent a duly completed Compliance Certificate, together with such other information as required pursuant to Section 6.3, signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date) and a summary of Inventory by location and type with a supporting perpetual Inventory report, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion. Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period month, a company prepared consolidated balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; (other b) together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one-hundred eighty (180) days after the last quarterly period) in each day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (except that such opinion may be qualified with a consolidated going concern statement of income solely based on recurring losses and a consolidated statement of cash flow net capital deficiencies of the Retained Companies for Borrower) on the period financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the beginning SEC (provided that this delivery requirement shall not apply to any materials or information made available to such holders solely in their capacities as members of the then current fiscal year Borrower’s board of directors and shall not apply to ministerial items); (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000) or more; (f) prompt written notice of an event that materially and adversely affects the end value of such quarterly periodany Material Intangible Asset; and (g) budgets, sales projections, operating plans and a consolidated balance sheet of other financial information and information, reports or statements regarding the Retained Companies Borrowers, their business and the Collateral as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject Agent may from time to changes resulting from year-end closing and audit adjustmentstime reasonably request; provided, however, that delivery pursuant reporting related to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC Regulatory Required Permits and/or Regulatory Reporting Events shall be deemed to satisfy the requirements of this clause governed by Section 4.17. Each Borrower will, within thirty (i); (ii30) as soon as practicable and in any event within 90 days after the end last day of each fiscal yearmonth, deliver to Agent with the monthly financial statements described in clause (a) above, a consolidated statement of income, duly completed Compliance Certificate signed by a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3Responsible Officer.

Financial Statements and Other Reports. The Company covenants that it Holdings will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearmonth, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a company prepared consolidated balance sheet of and income statement covering Holdings’ and its Consolidated Subsidiaries’ consolidated operations during the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal yearprepared under GAAP, all in reasonable detail and consistently applied, certified by the principal financial officer of the Company as presenting fairly, a Responsible Officer and in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject form acceptable to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i)Agent; (iib) promptly following the reasonable request of Agent, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Credit Parties with respect to the payroll period(s) occurring during such month; (c) as soon as practicable and in any event within 90 available, but no later than ninety (90) days after the end last day of each Holdings’ fiscal year, a audited consolidated statement of incomefinancial statements, including, without limitation, a consolidated statement of cash flow statement, prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and a consolidated statement notices made available to Borrower’s security holders or to any holders of stockholders equity Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC, unless such reports or other filings are otherwise available on the public website of the Retained Companies for such yearSEC (wxx.XXX.xxx); (e) (i) on a quarterly basis, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by that certain litigation letter or disclosure statement delivered to Holdings’ independent public accountants at substantially the same time such letter or disclosure statement is delivered to Holdings’ independent public accountants and (ii) a prompt report of recognized national standing selected any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could (A) reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Five Hundred Thousand Dollars ($500,000) or more, (B) if adversely decided could reasonably be expect to have a Material Adverse Effect or (C) in any manner draws into Portions of this page were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b­2 of the Securities Exchange Act of 1934, as amended. question the validity of any of the Operative Documents; (f) prompt written notice of an event that has had or reasonably could be expected to have a Material Adverse Effect on the value of any Intellectual Property; and (g) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request. Each Borrower will, within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Material Contracts. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Domestic Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3Standard & Poor’s Corporation, Mxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. The Company covenants that it will From the Closing Date until the first date on which there is no more Credit Exposure (the period ending on such latest date, the “Reporting Period”), (i) Endologix shall timely (without giving effect to any extensions pursuant to Rule 12b-25 of the Exchange Act) file all reports required to be filed with the SEC pursuant to the Exchange Act, and Endologix shall not terminate the registration of the Common Stock under the Exchange Act or otherwise terminate its status as an issuer required to file reports under the Exchange Act, even if the securities laws would otherwise permit any such termination and (ii) the Borrowers shall deliver to Purchaser Agent a Compliance Certificate with each of Endologix’s 10-Q and 10-K filings on the date such filing is made with the SEC. Each of such reports in Section 4.1(i) above will comply in all material respects with the applicable requirements of the Exchange Act and each of such reports in Section 4.1(i) above and such Compliance Certificate will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The consolidated financial statements included in such reports will comply as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, will be prepared in accordance with GAAP, consistently applied (subject, in the case of unaudited quarterly financial statements, to normal year-end adjustments and lack of footnote disclosures), and will fairly present in all material respects the consolidated financial position of the Borrowers and their Subsidiaries as of the dates thereof and the consolidated results of their operations, cash flows and changes in stockholders equity for the periods presented (subject, in the case of unaudited quarterly financial statements, to normal year-end audit adjustments). The Borrowers hereby agree that, so long as Purchaser's Percentage Interest exceeds 10%: any Credit Exposure exists, the Borrowers shall send to Agent and the Lenders copies of (A) any notices and other information made available or given to the holders of the stock of Endologix generally, contemporaneously with the Borrowers making available or giving such notices and other information to such holders of Stock (it being understood and agreed that delivery shall be deemed to have occurred if such notices or other information is posted to XXXXX) and (B) all other documents, reports, financial data and other information not available on XXXXX (y) at all times, with respect to the Agent (other than any Third Party Agent during any Third Party Agent Retention Period) and the Lenders that does not contain any material nonpublic information of the Borrowers or their Subsidiaries, that Agent or any Lender may reasonably request and (z) with respect to the Third Party Agent during any Third Party Agent Retention Period, that the Third Party Agent may reasonably request. Each Borrower will deliver (i) as soon as practicable during all periods (including any Non-Third Party Agent Retention Period and in any event Third Party Agent Retention Period), to Agent on each date that Endologix files a 10-Q or 10-K with the SEC, subject to Section 4.19, a duly completed Borrowing Base Certificate (Agent), (ii) (A) subject to Section 4.19, during any Non-Third Party Agent Retention Period, upon the request of Agent, to Agent, monthly, within 45 days fifteen (15) Business Days after the end of each quarterly period (other than the last quarterly period) in each fiscal yearsuch month, a consolidated statement of income duly completed Borrowing Base Certificate (Agent) and a consolidated statement of cash flow of the Retained Companies for the period from the beginning of the then current fiscal year (B) during any Third Party Agent Retention Period, without request, to the end of such quarterly periodThird Party Agent, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodmonthly, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied within fifteen (except as specifically set forth therein15) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days Business Days after the end of each fiscal yearsuch month, a consolidated statement duly completed Borrowing Base Certificate (Third Party Agent), or (iii) upon the occurrence and continuance of incomean Event of Default, as frequently as requested by (A) during any Non-Third Party Agent Retention Period, subject to Section 4.19, Agent, deliver to Agent a duly completed Borrowing Base Certificate (Agent), and (B) during any Third Party Agent Retention Period, the Third Party Agent, deliver to the Third Party Agent, a consolidated statement duly completed Borrowing Base Certificate (Third Party Agent), in each case, together with such other information as required pursuant to this Agreement, signed by a Responsible Officer of cash flow the Borrower Representative, with (y) during any Non-Third Party Agent Retention Period, such listings, summary and other additional information to be limited to information that is not material nonpublic information unless expressly requested in writing by Agent, and (z) during any Third Party Agent Retention Period, aged listings of accounts receivable and accounts payable (by invoice date) and a consolidated statement summary of stockholders equity Inventory by location and type with a supporting perpetual Inventory report, in each case, accompanied by such supporting detail and documentation as shall be requested by the Third Party Agent, in its reasonable discretion. In the case of any Borrowing Base Certificate (Agent) delivered on the Retained Companies for date of Endologix’s filing of a 10-Q or 10-K, Endologix shall include in the 10-Q or 10-K, as the case may be, any material nonpublic information included in such yearBorrowing Base Certificate (Agent) that would not otherwise be included in such Form 10-Q or 10-K. Upon any Credit Party or any of its Subsidiaries becoming aware that any information in any Borrowing Base Certificate previously delivered to Agent (or any Third Party Agent, as applicable) or any Lender is inaccurate, incorrect, incomplete or misleading in any material respect, such Credit Parties shall (and shall cause their Subsidiaries to) (y) during any Non-Third Party Agent Retention Period, notify Agent in writing, and a consolidated balance sheet of upon one (1) Business Day’s request by Agent thereafter, deliver to Agent an updated Borrowing Base Certificate (Agent) with such accurate, correct, complete and non-misleading information included therein (and to the Retained Companies as of the end of extent such yearprior inaccurate, setting forth in each case in comparative form the corresponding figures incorrect, incomplete or misleading information from the preceding fiscal yearBorrowing Base Certificate (Agent) was included or filed with a 10-Q or 10-K, all then, at Agent’s request, such information shall be filed by Endologix with the SEC in a Form 8-K) and (z) during any Third Party Agent Retention Period, deliver to the Third Party Agent an updated Borrowing Base Certificate (Third Party Agent) with such accurate, correct, complete and non-misleading information included therein (and to the extent such prior inaccurate, incorrect, incomplete or misleading information from the Borrowing Base Certificate (Third Party Agent) was included or filed with a 10-Q or 10-K, then, at Third Party Agent’s request, such information shall be filed by Endologix with the SEC in a Form 8-K). Upon the reasonable detail request of Agent or any Lender, subject to (other than with respect to the Third Party Agent during any Third Party Agent Retention Period) Section 4.19, the Credit Parties and examined their Subsidiaries shall promptly deliver to Agent or such Lender, as applicable, such additional business, financial, corporate affairs, perfection certificates, items or documents related to creation, perfection or priority of Agent’s Liens in the Collateral and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies other information as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3Agent or any Lender may from time to time reasonably request.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than forty-five (45) days after the end last day of each quarterly period fiscal quarter (beginning with the first full fiscal quarter ending after the Closing Date), a company prepared consolidated balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; (b) together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar Taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an opinion on the financial statements from Xxxxx Xxxxxxxx LLP or another independent certified public accounting firm acceptable to Agent in its reasonable discretion; provided that such opinion shall not contain a “going concern” or like qualification or exception or a qualification arising out of the scope of the audit (other than the last quarterly periodsolely with respect to, or resulting solely from (i) in each fiscal year, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period an upcoming maturity date under this Agreement or other Permitted Debt occurring within one year from the beginning time such report is delivered or (ii) any potential inability to satisfy any financial maintenance covenant on a future date or in a future period); (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the then current fiscal year SEC; (e) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could reasonably be expected to result in a Material Adverse Effect; and (f) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding Borrowers, their business and the end Collateral as Agent may from time to time reasonably request (unless the disclosure of such quarterly period, and a consolidated balance sheet information would require the forfeiture by such Credit Party or Subsidiary of the Retained Companies as of the end of attorney client privilege with respect to such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustmentsdocument; provided, however, that delivery pursuant such Credit Party or Subsidiary shall take all actions reasonably requested by Agent to clause (iii) below of a copy of allow access to such document without otherwise forfeiting such privilege). If Accuray publicly files with the Quarterly Report SEC reports on Form 10-K or Form 10-Q of for the Company for such quarterly period filed with applicable periods or any other periodic reports containing the SEC information required by clauses (a), (c) and (d) above, Accuray shall be deemed to satisfy the such requirements of this clause by such filing. Each Borrower will, within thirty (i); (ii30) as soon as practicable and in any event within 90 days after the end last day of each of the first two (2) months of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such yearquarter, and within forty-five (45) days after the last day of each fiscal quarter, deliver to Agent a consolidated balance sheet duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing monthly cash and Cash Equivalents of Borrowers and, with respect to Compliance Certificates delivered in connection with the Retained Companies as of the end of such yearquarterly financial statements described in clause (a) above only, setting forth calculations showing compliance with any applicable financial covenant set forth in each case in comparative form the corresponding figures from the preceding fiscal yearthis Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3Material Contracts.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Administrative Agent: (i1) as soon as practicable and in any event within 45 available, but no later than forty (40) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearquarter, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow of and income statement covering Borrower’s consolidated operations during the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodprepared under GAAP, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP consistently applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from normal year-end closing adjustments and audit adjustments; providedthe absence of footnote disclosures), however, that delivery pursuant certified by a Responsible Officer and in a form acceptable to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i)Administrative Agent; (ii2) as soon as practicable and in any event within 90 available, but no later than ninety (90) days after the end last day of each Borrower’s fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such audited consolidated financial statements present fairly prepared under GAAP, consistently applied, together with an unqualified opinion on the financial position statements from an independent certified public accounting firm acceptable to Administrative Agent in its reasonable discretion; (3) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the Retained Companies as at SEC; (4) a prompt report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could result in damages or costs to any Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; (5) prompt written notice of an event that materially and adversely affects the dates indicated value of any Intellectual Property; and (6) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the results Collateral as Administrative Agent may from time to time reasonably request. Each Borrower will, in conjunction with the delivery of each set of financial statements required under clause (l) above, deliver to Administrative Agent, a duly completed Compliance Certificate signed by a Responsible Officer which shall, inter alia, set forth calculations showing compliance with the financial covenants (if any) set forth in this Agreement. Promptly upon their operations becoming available, Borrowers shall deliver to Administrative Agent copies of all swap agreements or other derivative instruments to which any Borrower is a party. Each Borrower will, within ten (10) days after the last day of each month, deliver to Administrative Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3accounts payable (by invoice date).

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable available, but no later than forty-five (45) days after the last day of each fiscal quarter, a company prepared consolidated balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; (b) [reserved]; (c) as soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders in their capacity as such or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) [reserved]; (f) prompt written notice of an event that materially and adversely affects the value of any material Intellectual Property; (g) within sixty (60) days after the start of each fiscal year, projections for such fiscal year, on a quarterly basis; and (h) promptly (and in any event within 45 ten (10) days after of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the end of each quarterly period (other than Borrowers, their business and the last quarterly period) in each fiscal year, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period Collateral as Agent may from the beginning of the then current fiscal year time to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustmentstime reasonably request; provided, however, that delivery reporting related to Regulatory Required Permits and/or Regulatory Reporting Events shall be governed by Section 4.17. Each Borrower will, within thirty (30) days after the last day of each month (except for months ending at the end of a fiscal quarter, in which case it shall be within forty-five (45) days after the last day of such month), deliver to Agent, a duly completed Compliance Certificate signed by a Responsible Officer (a) setting forth calculations showing monthly cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, (b) certifying that no Event of Default has occurred and is continuing, and (c) with respect to Compliance Certificates as of the last month of a fiscal quarter, compliance with the financial covenant set forth in Article 6 of this Agreement. Documents required to be delivered pursuant to clause this Section 4.1 (iii) below of a copy of to the Quarterly Report on Form 10-Q of the Company for extent any such quarterly period documents are included in materials filed with the SEC SEC) may be delivered electronically and if so delivered, shall be deemed to satisfy have been delivered on the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days after date on which Borrower Representative posts such documents, or provides a link thereto, on Borrower Representative’s website on the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as Internet at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3Borrower Representative’s website address.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%: Agent (inotwithstanding the below, Borrowers will be deemed to have furnished to Agent the information referred to in clauses (a), (c) and (d)(ii) if Borrowers have filed such reports and information with the SEC via the XXXXX system (or any successor system) and such reports and information are publicly available): (a) as soon as practicable available, but no later than forty-five (45) days after the last day of each fiscal quarter, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP or IFRS, as applicable, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; (b) together with the financial reporting package described in (a) above, evidence that appropriate and correct payroll payments were made to [REDACTED: The omitted text sets forth name of a company], with respect to employees of Novadaq Tech, and [REDACTED: The omitted text sets forth name of a company], with respect to employees of Novadaq Corp, as third party payroll processors; (c) as soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP or IFRS, as applicable, consistently applied, together with an unqualified opinion (other than as a result of the upcoming maturity date of the Debt under this Agreement occurring within 12 months of the date of such audit) on the financial statements from KPMG or another independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, (i) copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and (ii) copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of $1,000,000 or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property the loss of which would reasonably be expected to cause a Material Adverse Effect; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; and (h) promptly (and in any event within 45 ten (10) days after of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the end of each quarterly period (other than Borrowers, their business and the last quarterly period) in each fiscal year, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period Collateral as Agent may from the beginning of the then current fiscal year time to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustmentstime reasonably request; provided, however, that delivery pursuant reporting related to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC Regulatory Required Permits and/or Regulatory Reporting Events shall be deemed to satisfy the requirements of this clause governed by Section 4.17. Each Borrower will, within thirty (i); (ii30) as soon as practicable and in any event within 90 days after the end last day of each fiscal yearmonth, deliver to Agent, a consolidated statement of income, duly completed Compliance Certificate signed by a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, Responsible Officer setting forth in each case in comparative form the corresponding figures from the preceding fiscal yearcalculations showing monthly cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries and, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Companyas applicable, which report shall state that such consolidated financial statements present fairly compliance with the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes covenants set forth in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3this Agreement.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearmonth, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a company prepared consolidated balance sheet and income statement (including year-to-date results) covering Borrowers' and their Consolidated Subsidiaries' consolidated operations during the period, prepared under GAAP (subject to the absence of the Retained Companies as of the footnotes and normal year-end of such quarterly periodadjustments), consistently applied, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from as at the preceding end of the corresponding month of the previous fiscal yearyear and the projected figures for such period based upon the projections required hereunder, all in reasonable detail detail, certified by a Responsible Officer of ModusLink and examined in a form acceptable to Agent; (b) together with the financial reporting package described in (a) above, evidence (such as payroll statement from payroll service provider) of payment and reported on satisfaction of all payroll, withholding and similar taxes due and owing by independent public accountants Borrowers and their Domestic Subsidiaries with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than ninety (90) days after the last day of recognized national standing selected by the CompanyBorrowers' fiscal year, which report shall state that such (i) audited consolidated financial statements present fairly of Holdings and its Consolidated Subsidiaries prepared under GAAP, consistently applied, together with an unqualified opinion on the financial position statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion and (ii) company prepared reconciling financial statements covering Borrowers' and their Consolidated Subsidiaries' consolidated operations during the period covered by the audit referred to in the foregoing clause (i), prepared under GAAP, consistently applied, with reasonable detail and in a form acceptable to Agent, and certified by a Responsible Officer of ModusLink; (d) within fifteen (15) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrowers security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrowers with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that would reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Five Hundred Thousand Dollars ($500,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (g) no later than forty-five (45) days after the first day of each fiscal year of Borrowers', a month by month projected operating budget in the form of Exhibit E attached hereto; and (h) promptly following request therefor, such other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request. Each Borrower will, within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations of the Retained Companies as at financial covenant set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Swap Contracts and Material Contracts. Each Borrower will, within ten (10) days after the dates indicated last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a basis consistent with B-3schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting the fifteen (15) largest Account Debtors during such quarter.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Administrative Agent: (i1) as soon as practicable available, but no later than the period then allowed for fiscal quarterly reporting to the SEC per SEC Regulation S-K, a company prepared consolidated balance sheet, cash flow and income statement covering such Borrower’s consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Administrative Agent; (2) as soon as available, but no later than the period then allowed for fiscal annual reporting to the SEC per SEC Regulation S-K after the last day of the Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from Ernst & Young or another independent certified public accounting firm acceptable to the Administrative Agent in its reasonable discretion; (3) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrowers’ security holders and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (4) a prompt report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could result in damages or costs to any Borrower or any of its Subsidiaries of $250,000 or more; (5) prompt written notice after any Borrower becomes aware of an event that materially and adversely affects the value of any Intellectual Property; and (6) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Administrative Agent may from time to time reasonably request. Each Borrower will, in conjunction with the delivery of each set of financial statements required under clause (l) above, deliver to Administrative Agent, a duly completed Compliance Certificate signed by a Responsible Officer which shall, inter alia, set forth calculations showing compliance with the financial covenants (if any) set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Administrative Agent copies of all swap agreements or other derivative instruments to which any Borrower is a party. Each Borrower will, within 45 ten (10) days after the end last day of each quarterly period month, deliver to Administrative Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with (other than i) aged listings of accounts receivable and accounts payable (by invoice date), (ii) the last quarterly periodperpetual Inventory and (ii) in a schedule of each fiscal year, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period from the beginning of the then current fiscal year Borrower’s Equipment. Documents required to be delivered pursuant to this Section 4.1 (to the end of extent any such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth documents are included in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period materials otherwise filed with the SEC SEC) may be delivered electronically and if so delivered, shall be deemed to satisfy have been delivered on the requirements date on which Borrowers post such documents, or provide a link thereto on the Principal Borrower’s website on the Internet at the Principal Borrower’s website address of this clause wxx.xxxxxxx.xxx (ior such other website address as Borrowers may provide to Administrative Agent in writing from time to time); provided, that: (iix) as soon as practicable to the extent Administrative Agent is otherwise unable to receive any such electronically delivered documents, Borrowers shall, upon request by Administrative Agent, deliver paper copies of such documents to Administrative Agent until a written request to cease delivering paper copies is given by Administrative Agent and in any event within 90 days after the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity (y) Borrowers shall notify Administrative Agent (by telecopier or electronic mail) of the Retained Companies for posting of any such yeardocuments or provide to Administrative Agent by electronic mail electronic versions (i.e., and a consolidated balance sheet of the Retained Companies as of the end soft copies) of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3documents.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable available, but no later than thirty (30) days after the last day of each month, a bank statement of each Borrower certified by a Responsible Officer and in a form reasonably acceptable to the Agent; (b) as soon as available, but no later than forty-five (45) days after the last day of each fiscal quarter, a company prepared consolidated balance sheet, cash flow and income statement covering Borrowers’ and their Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; (c) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from Ernst & Young or another independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) Business Days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrowers’ security holders or to any holders of any Subordinated Debt and copies of all reports and other filings made by any Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that would reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Five Hundred Thousand Dollars ($500,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; and (h) promptly (and in any event within 45 ten (10) days after of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and MidCap / Aptevo Therapeutics / Term Credit and Security Agreement \DC - 036639/000031 - 8550121 v15 information, reports or statements regarding the end of each quarterly period (other than Borrowers, their business and the last quarterly period) in each fiscal year, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period Collateral as Agent may from the beginning of the then current fiscal year time to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustmentstime reasonably request; provided, however, that delivery pursuant reporting related to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC Regulatory Required Permits and/or Regulatory Reporting Events shall be deemed to satisfy the requirements of this clause governed by Section 4.16. Each Borrower will, within thirty (i); (ii30) as soon as practicable and in any event within 90 days after the end last day of each fiscal yearmonth, deliver to Agent with the monthly financial statements described in clause (a) above, a consolidated statement of income, duly completed Compliance Certificate signed by a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, Responsible Officer setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly calculations showing compliance with the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes covenants set forth in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3this Agreement.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than forty-five (45) days after the end last day of each quarterly period fiscal quarter (beginning with the first full fiscal quarter ending after the Closing Date), a company prepared consolidated balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; (b) together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar Taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an opinion on the financial statements from Xxxxx Xxxxxxxx LLP or another independent certified public accounting firm acceptable to Agent in its reasonable discretion; provided that such opinion shall not contain a “going concern” or like qualification or exception or a qualification arising out of the scope of the audit (other than the last quarterly periodsolely with respect to, or resulting solely from (i) in each fiscal year, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period an upcoming maturity date under this Agreement or other Permitted Debt occurring within one year from the beginning time such report is delivered or (ii) any potential inability to satisfy any financial maintenance covenant on a future date or in a future period); (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the then current fiscal year SEC; (e) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could reasonably be expected to result in a Material Adverse Effect; and (f) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding Borrowers, their business and the end Collateral as Agent may from time to time reasonably request (unless the disclosure of such quarterly period, and a consolidated balance sheet information would require the forfeiture by such Credit Party or Subsidiary of the Retained Companies as of the end of attorney client privilege with respect to such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustmentsdocument; provided, however, that delivery pursuant such Credit Party or Subsidiary shall take all actions reasonably requested by Agent to clause (iii) below of a copy of allow access to such document without otherwise forfeiting such privilege). If Accuray publicly files with the Quarterly Report SEC reports on Form 10-K or Form 10-Q of for the Company for such quarterly period filed with applicable periods or any other periodic reports containing the SEC information required by clauses (a), (c) and (d) above, Accuray shall be deemed to satisfy the such requirements of this clause by such filing. Each Borrower will, within forty-five (i); (ii45) as soon as practicable and in any event within 90 days after the end last day of each fiscal yearquarter, deliver to Agent with the quarterly financial statements described in clause (a) above, a consolidated statement duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with theany applicable financial covenant set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of incomeall Material Contracts. Each Borrower will, within twenty (20) days after the last day of each month, deliver to Agent a consolidated statement duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of cash flow accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a consolidated statement of stockholders equity of the Retained Companies for such yearschedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a consolidated balance sheet schedule of Eligible Accounts denoting, for the Retained Companies thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on rated by independent public accountants of recognized national standing selected by the A.M. Best Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. The Company covenants that it Borrower will deliver deliver, or willSection 7.1 cause to Purchaser so long as Purchaser's Percentage Interest exceeds 10%be delivered, to the Administrative Agent: (iQuarterly Financial Statements for the Borrower and its Subsidiaries. Within forty-five(a) as soon as practicable and in any event within 45 days after the end of each quarterly period Fiscal Quarter of each Fiscal Year (other than excluding the last quarterly period) in each fiscal yearfourth Fiscal Quarter), a the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Quarter and the related consolidated statement of income income, stockholders’ equity and a consolidated statement of cash flow flows of the Retained Companies Borrower and its Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current fiscal year Fiscal Year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such yearFiscal Quarter, setting forth in each case in comparative form the corresponding figures from for the preceding fiscal yearcorresponding periods of the previous Fiscal Year, all in reasonable detail and examined consistent in all material respects with the manner of presentation as of the Closing Date, together with a Financial Officer Certification with respect thereto; Audited Annual Financial Statements for the Borrower and reported on by its Subsidiaries. Upon the(b) earlier of (x) the date that is ninety days after the end of each Fiscal Year xxxxx (y) the date such information is required to be filed with the SEC (in the case of this clause (y), giving effect to any applicable extension period (that does not require special application to, and approval by, the SEC) for such filing in accordance with applicable SEC rules), (i) the consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statement of income, stockholders’ equity and cash flows of the Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year, in reasonable detail and consistent in all material respects with the manner of presentation as of the Closing Date, together with a Financial Officer Certification with respect thereto; and (ii) with a report thereon of Cherry Bekaert LLP or other independent certified public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-391 130164155_5

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable available, but no later than thirty days (30) days after the last day of each fiscal month that is not also the last month in a fiscal quarter, a company prepared consolidated balance sheet and income statement covering Borrowers’ and their Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer of Borrower Representative and in a form acceptable to Agent, together with a Compliance Certificate as evidence that no Event of Default has occurred, (b) as soon as available, but no later than forty-five (45) days after the last day of each fiscal quarter, a company prepared consolidated balance sheet, cash flow and income statement covering Borrowers’ and their Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer of Borrower Representative and in a form acceptable to Agent, together with a Compliance Certificate as evidence that no Event of Default has occurred; (c) together with the financial reporting package described in (b) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such fiscal quarter; (d) as soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion, together with a Compliance Certificate as evidence that no Event of Default has occurred; (e) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (f) a prompt (and in any event within 45 days after the end five (5) Business Days) report of each quarterly period any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could result in damages or costs to any Borrower or any of its Subsidiaries of One Million Dollars (other than the last quarterly period$1,000,000) in each fiscal year, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i)more; (iig) as soon as practicable prompt (and in any event within 90 days three (3) Business Days) written notice of an event that materially and adversely affects the ability of Borrowers to use any Intellectual Property owned and/or licensed by Borrowers as necessary for the operation of the businesses of Borrowers as they are conducted on the Closing Date; and (h) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request. Promptly (any in any event within ten (10) Business Days) upon their becoming available, Borrowers shall deliver to Agent copies of all Material Contracts. Each Borrower will, within ten (10) Business Days after the end last day of each fiscal yearmonth, deliver to Agent a consolidated statement duly completed Borrowing Base Certificate signed by a Responsible Officer of incomeBorrower Representative, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such yearschedule to be designated by Agent, and at such other times as Agent shall reasonably request, deliver to Agent a consolidated balance sheet schedule of Eligible Accounts denoting, for the Retained Companies thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on rated by independent public accountants of recognized national standing selected by the A.M. Best Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than forty-five (45) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearmonth, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow of and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodprepared under GAAP, consistently applied, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from as at the preceding end of the corresponding month of the previous fiscal yearyear and the projected figures for such period based upon the projections required hereunder, all in reasonable detail detail, certified by a Responsible Officer and examined in a form acceptable to Agent; (b) together with the financial reporting package described in (a) above, evidence of payment and reported on satisfaction of all payroll, withholding and similar taxes due and owing by independent public accountants all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one hundred twenty (120) days after the last day of recognized national standing selected by the CompanyBorrower’s fiscal year, which report shall state that such audited consolidated financial statements present fairly prepared under GAAP, consistently applied, together with an unqualified opinion on the financial position statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, (i) copies of all statements, reports and notices made available to Borrower’s noteholders, security holders or to any holders of Subordinated Debt and (ii) copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC (notwithstanding the foregoing, Borrowers will be deemed to have furnished to Agent such reports and information referred to in subclause (d)(ii) if Borrowers have filed such reports and information with the SEC via the XXXXX system (or any successor system) and such reports and information are publicly available); (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Seven Hundred Fifty Thousand Dollars ($750,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property that is material to the business of the Retained Companies as at Borrowers; and (g) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the dates indicated Borrowers, their business and the results Collateral as Agent may from time to time reasonably request. Each Borrower will, within forty-five (45) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer. Promptly upon their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3becoming available, Borrowers shall deliver to Agent copies of all Swap

Financial Statements and Other Reports. The Company covenants that it Borrower Representative will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than forty-five (45) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearmonth, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; (b) together with the financial reporting package described in (a) above, evidence of the Retained Companies for the period from the beginning payment and satisfaction of the then current fiscal year all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the end of payroll period(s) occurring during such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i)month; (iic) as soon as practicable and in any event within 90 available, but no later than ninety (90) days after the end last day of each Borrower’s fiscal yearyear (or the required SEC filing date for Holdings’ Form 10-K, a if later), audited consolidated statement of incomefinancial statements prepared under GAAP, a consolidated statement of cash flow and a consolidated statement of stockholders equity of consistently applied, together with an unqualified opinion on the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion (it being understood that Cherry & Bekaert LLP is acceptable to Agent as of the end Restatement Closing Date); (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC (provided that, the if such yearstatements, reports and notices are available on SEC’s website, Borrower shall not have to separately deliver such items to Agent); (e) a prompt report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of $250,000 or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (g) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request. Borrower Representative will, within forty-five (45) days after the last day of each month, deliver to Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrower Representative shall deliver to Agent copies of all Material Contracts. Borrower Representative will, within ten (10) days after the last day of each case in comparative form month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrower Representative shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the corresponding figures from the preceding fiscal yearthirty (30) largest Account Debtors during such quarter, all in reasonable detail and examined and reported on such Account Debtor’s credit rating(s), if any, as rated by independent public accountants of recognized national standing selected by the A.M. Best Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. The Company covenants that it will deliver to Purchaser so long as the Purchaser's Percentage Interest exceeds 10%: (ia) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period month, a company prepared “flash report” covering the Company’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared in a manner, scope and detail satisfactory to the Purchaser, certified by a Responsible Officer and in a form acceptable to the Purchaser, (other b) as available, but no later than forty five (45) days (unless further extended to sixty (60) days pursuant to the grant of a valid extension to the filing deadline of the related 10-Q from the SEC) after the last quarterly period) in day of each fiscal yearFiscal Quarter of the Company, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow of and income statement (including year-to-date results) covering the Retained Companies for Company’s and its Consolidated Subsidiaries’ consolidated operations during the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodprepared under GAAP, consistently applied, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from as at the preceding fiscal yearend of the corresponding Fiscal Quarter of the previous Fiscal Year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail detail, certified by a Responsible Officer and examined in a form acceptable to the Purchaser; (c) together with the flash reports described in (a) above, evidence of payment and reported satisfaction of all payroll, withholding and similar taxes due and owing by all Obligors with respect to the payroll period(s) occurring during such month, subject to Section 7.2; (d) as soon as available, but no later than one hundred five (105) days after the last day of the Company’s Fiscal Year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to the Purchaser in its reasonable discretion; (e) within five (5) days of delivery or filing thereof, copies of all statements, reports (other than borrowing base reports delivered pursuant thereto) and notices made available to the Company’s security holders or to any agents or lenders under any Existing Senior Secured Debt Documents and copies of all reports and other filings made by the Company with any stock exchange on which any securities of any Obligor are traded and/or the SEC; (f) a prompt written report of any legal actions pending or threatened against any Obligor or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Obligor or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($150,000) or more; (g) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (h) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Obligors, their business and the Collateral (including, without limitation, copies of any borrowing base reports delivered pursuant to any of the Existing Senior Secured Debt Documents) as the Purchaser may from time to time reasonably request. The Company will, within thirty (30) days after the last day of each month, deliver to the Purchaser (i) with the first two monthly flash reports described in clause (a) above and (ii) with quarterly financial statements described in clause (b) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement; (i) promptly upon receipt thereof, copies of all financial statements of, and all reports and management letters submitted by, independent public accountants to any of recognized national standing selected by the Obligors in connection with each annual, interim, or special audit of any Obligor’s financial statements; (j) within sixty (60) days following the end of the Company’s Fiscal Year, which report the Company shall state that such consolidated financial statements present fairly deliver to the financial position Purchaser the annual budget for both the Company and any of its Subsidiaries, including forecasts of the Retained Companies as at income statement, the dates indicated balance sheet and the results of their operations and changes in their financial position a cash flow statement for the periods indicated in conformity with GAAP applied immediately succeeding year on a quarterly basis consistent with B-3and thereafter, shall promptly deliver any amendment thereto; (k) promptly upon their becoming available, the Company shall deliver to the Purchaser copies of all Material Contracts or material amendments thereto entered into after the Effective Date.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%: Agent (inotwithstanding the below, Borrowers will be deemed to have furnished to Agent the information referred to in clauses (a), (c) and (d)(ii) if Borrowers have filed such reports and information with the SEC via the XXXXX system (or any successor system) and such reports and information are publicly available): (a) as soon as practicable available, but no later than forty-five (45) days after the last day of each fiscal quarter, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP or IFRS, as applicable, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; (b) together with the financial reporting package described in (a) above, evidence that appropriate and correct payroll payments were made to [REDACTED: The omitted text sets forth name of a company], with respect to employees of Novadaq Tech, and [REDACTED: The omitted text sets forth name of a company], with respect to employees of Novadaq Corp, as third party payroll processors; (c) as soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP or IFRS, as applicable, consistently applied, together with an unqualified opinion (other than as a result of the upcoming maturity date of the Debt under this Agreement occurring within 12 months of the date of such audit) on the financial statements from KPMG or another independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, (i) copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and (ii) copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of $1,000,000 or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property the loss of which would reasonably be expected to cause a Material Adverse Effect; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; and (h) promptly (and in any event within 45 ten (10) days after of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the end of each quarterly period (other than Borrowers, their business and the last quarterly period) in each fiscal year, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period Collateral as Agent may from the beginning of the then current fiscal year time to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustmentstime reasonably request; provided, however, that delivery pursuant reporting related to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC Regulatory Required Permits and/or Regulatory Reporting Events shall be deemed to satisfy the requirements of this clause governed by Section 4.17. Each Borrower will, within thirty (i); (ii30) as soon as practicable and in any event within 90 days after the end last day of each fiscal yearmonth, deliver to Agent, a consolidated statement of income, duly completed Compliance Certificate signed by a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, Responsible Officer setting forth in each case in comparative form the corresponding figures from the preceding fiscal yearcalculations showing monthly cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries and, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Companyas applicable, which report shall state that such consolidated financial statements present fairly compliance with the financial position covenants set forth in this Agreement. Each Borrower will, within fifteen (15) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, within five (5) Business Days of any reasonable request by Agent, deliver to Agent a schedule of Eligible Accounts denoting the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3thirty (30) largest Account Debtors during calendar quarter most recently ended prior thereto.

Financial Statements and Other Reports. The Company covenants that it Borrower Representative will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than forty-five (45) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearmonth, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; (b) together with the financial reporting package described in (a) above, evidence of the Retained Companies for the period from the beginning payment and satisfaction of the then current fiscal year all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the end of payroll period(s) occurring during such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i)month; (iic) as soon as practicable and in any event within 90 available, but no later than ninety (90) days after the end last day of each Borrower’s fiscal yearyear (or the required SEC filing date for Holdings’ Form 10-K, a if later), audited consolidated statement of incomefinancial statements prepared under GAAP, a consolidated statement of cash flow and a consolidated statement of stockholders equity of consistently applied, together with an unqualified opinion on the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion (it being understood that Cherry & Bekaert LLP is acceptable to Agent as of the end Restatement Closing Date); (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC (provided that, the if such yearstatements, reports and notices are available on SEC’s website, Borrower shall not have to separately deliver such items to Agent); (e) a prompt report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of $250,000 or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (g) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request. Borrower Representative will, within forty-five (45) days after the last day of each month, deliver to Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrower Representative shall deliver to Agent copies of all Material Contracts. Borrower Representative will, within ten (10) days after the last day of each case in comparative form month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrower Representative shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the corresponding figures from the preceding fiscal yearthirty (30) largest Account Debtors during such quarter, all in reasonable detail and examined and reported on such Account Debtor’s credit rating(s), if any, as rated by independent public accountants of recognized national standing selected by the A.M. Best Company, which report Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent. Promptly upon receipt, Borrowers shall state that such consolidated financial statements present fairly deliver to Agent any written notices of default received from (i) any Note Purchase Creditor under the financial position Note Purchase Documents and any written request by any party thereto for any waiver, amendment or modification of any of the Retained Companies as at terms thereof, (ii) any Treximet Note Purchase Creditor under the dates indicated Treximet Note Purchase Documents and any written request by any party thereto for any waiver, amendment or modification of any of the results terms thereof, (iii) Glaxo LLC with respect to the Treximet Supply Agreement and any written request by any party thereto for any waiver, amendment or modification of their operations any of the terms thereof, (iv) GSK with respect to the Treximet Purchase Agreement and changes in their financial position any written request by any party thereto for any waiver, amendment or modification of any of the periods indicated in conformity with GAAP applied on a basis consistent with B-3terms thereof. Additionally, and also promptly upon receipt, Borrowers shall deliver to Agent any written notice of termination of the Treximet Distribution Agreement received by, or sent by, any Borrower.” 11 (c)

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Administrative Agent: (i1) except as otherwise provided in clause (3) below, as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearmonth, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow of and income statement covering Borrower's consolidated operations during the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodprepared under GAAP, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal yearconsistently applied, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, a Responsible Officer and in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject form acceptable to changes resulting from year-end closing and audit adjustmentsAdministrative Agent; provided, however, that in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, Borrower shall provide such financial statements within forty-five (45) days after the last day of each fiscal quarter rather than within forty-five (45) days of the last day of each month; (2) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Administrative Agent in its reasonable discretion, (3) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower's security holders and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC (which, at all times that Borrower is subject to the reporting requirements under the Securities Exchange Act of 1934, shall be in lieu of the financial statements required pursuant to clause (iii1) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (iabove); (4) a prompt report of any legal actions pending or threatened against Credit and Security Agreement 35 any Borrower or any other Credit Party that (i) if adversely determined, could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Seven Hundred Fifty Thousand Dollars ($750,000) or more or (ii) as soon as practicable if adversely determined, would reasonably be expected to have a Material Adverse Effect with respect to any Borrower or any other Credit Party; (5) prompt written notice of an event that materially and in adversely affects the value of any event material Intellectual Property; (6) within 90 thirty (30) days after the end of each fiscal year, a consolidated statement an annual budget (unless Borrower is subject to the reporting requirements under the Securities Exchange Act of income1934); and (7) other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Administrative Agent may from time to time reasonably request. Each Borrower will, in conjunction with the delivery of each set of financial statements required under clause (1) above, deliver to Administrative Agent, a consolidated statement duly completed Compliance Certificate signed by a Responsible Officer. Promptly upon their becoming available, Borrowers shall deliver to Administrative Agent copies of cash flow and all Swap Contracts to which any Borrower is a consolidated statement party. Promptly upon Administrative Agent's receipt of stockholders equity any of the Retained Companies for such yearforegoing in this Section 4.1, and Administrative Agent shall deliver a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in copy to each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3Lender.

Financial Statements and Other Reports. The Company covenants that it Each Credit Party will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable available, but no later than forty-five (45) days (or, if Oxford Global has filed Form 12b-25 with the SEC with respect to such fiscal quarter, no later than sixty (60) days) after the last day of each of Oxford Global’s fiscal quarters (other than the last fiscal quarter of each fiscal year), a company prepared consolidated balance sheet, cash flow and income statement covering the Credit Parties’ and their Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; (b) [reserved]; (c) as soon as available, but no later than ninety (90) days (or, if Oxford Global has filed Form 12b-25 with the SEC with respect to such fiscal year, no later than one hundred and twenty (120) days) after the last day of Oxford Global’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion (it being understood that Ernst & Young LLP is acceptable to Agent); (d) within five (5) Business Days of delivery or filing thereof, copies of all material statements, reports and notices made available to Oxford Global’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by any Credit Party with any stock exchange on which any securities of any Credit Party are traded and/or the SEC; (e) a prompt written report of any new legal actions pending or threatened against any Credit Party or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Credit Party or any of its Subsidiaries of Five Hundred Thousand Dollars ($500,000) or more; provided that no information shall be required to be disclosed that would risk the forfeiture of attorney client privilege with respect to such document, but only to the extent that such Credit Party has taken all actions reasonably requested by Agent to allow access to such document without otherwise forfeiting such privilege; (f) within 60 days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; and (g) promptly (and in any event within 45 10 days after of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the end of each quarterly period (other than Credit Parties, their business and the last quarterly period) in each fiscal year, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period Collateral as Agent may from the beginning of the then current fiscal year time to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustmentstime reasonably request; provided, however, that delivery reporting related to Regulatory Required Permits and/or Regulatory Reporting Events shall be governed by Section 4.17. Each Credit Party will, (x) within forty-five (45) days (or, if Oxford Global has filed Form 12b-25 with the SEC with respect to such fiscal quarter, no later than sixty (60) days) after the last day of each of Oxford Global’s fiscal quarters (other than the last fiscal quarter of each fiscal year), deliver to Agent with the quarterly financial statements described in clause (a) above and (y) within ninety (90) days (or, if Oxford Global has filed Form 12b-25 with the SEC with respect to such fiscal year, no later than one hundred and twenty (120) days) after the last day of Oxford Global’s fiscal year, deliver to Agent with the annual financial statements described in clause (c) above, in each case, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement. Financial information required to be delivered pursuant to clause Section 3.6 or Section 4.1 (iii) below of a copy of in each case, solely to the Quarterly Report on Form 10-Q of the Company for extent such quarterly period financial information is included in materials filed with the SEC or available via the XXXXX system of the SEC) shall be deemed to satisfy have been delivered to Agent on the requirements date on which such information is available via the XXXXX system of this clause the SEC. Each Borrower will, within fifteen (i); (ii15) as soon as practicable and in any event within 90 days after the end last day of each fiscal yearmonth, deliver to Agent a consolidated statement duly completed Borrowing Base Certificate signed by a Responsible Officer, or such other certificate as Agent may deemed to be reasonably acceptable, with a calculation of income, a consolidated statement the aggregate amount of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected cash equivalents held by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes Borrowers in their financial position for Deposit Accounts and Securities Accounts (and attaching bank statements as evidence thereof); provided that the periods indicated in conformity with GAAP applied on a basis consistent with B-3first Borrowing Base Certificate shall not be due until November 15, 2016.

Financial Statements and Other Reports. The Company covenants that it Holdings will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearmonth, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a company prepared consolidated balance sheet of and income statement covering Holdings’ and its Consolidated Subsidiaries’ consolidated operations during the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal yearprepared under GAAP, all in reasonable detail and consistently applied, certified by the principal financial officer of the Company as presenting fairly, a Responsible Officer and in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject form acceptable to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i)Agent; (iib) promptly following the reasonable request of Agent, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Credit Parties with respect to the payroll period(s) occurring during such month; (c) as soon as practicable and in any event within 90 available, but no later than ninety (90) days after the end last day of each Holdings’ fiscal year, a audited consolidated statement of incomefinancial statements, including, without limitation, a consolidated statement of cash flow statement, prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and a consolidated statement notices made available to Borrower’s security holders or to any holders of stockholders equity Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC, unless such reports or other filings are otherwise available on the public website of the Retained Companies for such yearSEC (www.SEC.gov); (e) (i) on a quarterly basis, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by that cerxxxx xxxxxxtion letter or disclosure statement delivered to Holdings’ independent public accountants at substantially the same time such letter or disclosure statement is delivered to Holdings’ independent public accountants and (ii) a prompt report of recognized national standing selected any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could (A) reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Five Hundred Thousand Dollars ($500,000) or more, (B) if adversely decided could reasonably be expect to have a Material Adverse Effect or (C) in any manner draws into question the validity of any of the Operative Documents; (f) prompt written notice of an event that has had or reasonably could be expected to have a Material Adverse Effect on the value of any Intellectual Property; and (g) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request. Each Borrower will, within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements, a duly completed Compliance Certificate signed by the Company, which report shall state that such consolidated financial statements present fairly a Responsible Officer setting forth calculations showing compliance with the financial position covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Material Contracts. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Domestic Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating Portions of this Exhibit were omitted, as indicated by [***], and have been filed separately with the Secretary of the Retained Companies Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3amended.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable available, but no later than forty-five (45) days after the last day of each fiscal quarter, a company prepared consolidated balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; (b) as soon as available, but no later than one hundred and twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from KPMG International or another independent certified public accounting firm; (c) within five (5) Business Days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (d) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Five Hundred Thousand Dollars ($500,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property material to the business of the Credit Parties; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming fiscal year, on a quarterly basis; and (h) promptly (and in any event within 45 ten (10) days after of any request therefor) such readily available budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the end of each quarterly period (other than Borrowers, their business and the last quarterly period) in each fiscal year, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period Collateral as Agent may from the beginning of the then current fiscal year time to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustmentstime reasonably request; provided, however, that delivery pursuant reporting related to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC Regulatory Required Permits and/or Regulatory Reporting Events shall be deemed to satisfy the requirements of this clause governed by Section 4.17. Each Borrower will, within thirty (i); (ii30) as soon as practicable and in any event within 90 days after the end last day of each fiscal yearmonth, deliver to Agent with the, a consolidated statement of income, duly completed Compliance Certificate signed by a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3Responsible Officer.

Financial Statements and Other Reports. The After the Closing Date, the Company covenants that it will deliver agrees to Purchaser send the following reports to the holder of Series A Preferred Stock: (a) so long as Purchaser's Percentage Interest exceeds the Company is subject to the requirements of, or otherwise making filings pursuant to, Section 13 or 15(d) of the Exchange Act, within three days after the filing with the Commission, a copy of its Annual Report on Form 10%: -KSB or Form 10-K, its Quarterly Reports on Form 10-QSB or Form 10-Q, any proxy statements or information statements and any Current Reports on Form 8-K, together in each case with amendments thereto; (ib) within one day after release, copies of all press releases issued by the Company or any of its Subsidiaries; (c) promptly upon receipt thereof, copies of reports, if any, submitted to the Company by independent accountants in connection with each annual or interim audit of the books of the Company made by such accountants; and (d) all other information sent to holders of the Common Stock or any other equity security holder. Without limiting the foregoing, the Company shall deliver to the Purchaser until the Purchaser transfers, assigns (except in the case of an assignment to an Affiliate) or sells all of its Series A Preferred Stock (a) as soon as practicable and in any event within 45 days after the end of each quarterly period (other than fiscal quarter, the last quarterly period) in each fiscal yearfollowing information: consolidated statements of income, a consolidated statement of income stockholders' equity and a consolidated statement of cash flow flows of the Retained Companies Company and its Subsidiaries for such fiscal period and for the period from the beginning of the then current fiscal year to the end of such quarterly periodfiscal period and a comparison of each such item to the then current budget, and a consolidated the balance sheet of the Retained Companies Company and its Consolidated Subsidiaries as of at the end of such quarterly fiscal period, setting forth in each case in comparative form figures for the corresponding period or date periods in the preceding fiscal year, all in reasonable detail and detail, prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, certified as to fair presentation by the principal financial officer of the Company as presenting fairly, and accompanied by a written discussion of operations in accordance with GAAP applied summary form; and (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (iib) as soon as practicable and in any event within 90 days after the end of each fiscal yearyear of the Company, a consolidated statement the following information: statements of income, a consolidated statement of stockholders' equity and cash flow and a consolidated statement of stockholders equity flows of the Retained Companies Company and its consolidated Subsidiaries for such year, and a consolidated balance sheet of the Retained Companies Company and its consolidated Subsidiaries as of at the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all prepared in reasonable detail accordance with generally accepted accounting principles consistently applied throughout the periods involved, and examined and reported on accompanied by an opinion of BDO Xxxxxxx XX, or another firm of independent public accountants of recognized national standing selected by the Company, which report shall state to the effect that such the consolidated financial statements have been prepared in accordance with generally accepted accounting principles consistently applied (except for changes in application in which such accountants concur and as are noted therein) and present fairly the financial position condition of the Retained Companies Company and its consolidated Subsidiaries and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances; and accompanied by a written discussion of operations by management in summary form with respect to such fiscal year, including a comparison to budget. The Purchaser is hereby authorized to deliver a copy of any financial statement delivered to it pursuant to this SECTION 4.2 to any regulatory body having jurisdiction over it that requests such information. Subject to compliance with reasonable confidentiality requirements imposed by the Company, the Purchaser shall have reasonable access to the Company, including its management, and its books and records during regular business hours and is further authorized to request information from and to have access to, at the dates indicated and Company's expense, the results of their operations and changes in their financial position for Company's independent public accountants. The Company shall request such accountants to make available to the periods indicated in conformity with GAAP applied on a basis consistent with B-3Purchaser such information as the Purchaser may reasonably request.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearmonth, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow of and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodprepared under GAAP, consistently applied, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from as at the preceding end of the corresponding month of the previous fiscal yearyear and the projected figures for such period based upon the projections required hereunder, all in reasonable detail detail, certified by a Responsible Officer and examined in a form acceptable to Agent; (b) together with the financial reporting package described in (a) above, evidence of payment and reported on satisfaction of all payroll, withholding and similar taxes due and owing by independent public accountants all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than ninety (90) days after the last day of recognized national standing selected by the CompanyBorrower’s fiscal year, which report shall state that such audited consolidated financial statements present fairly prepared under GAAP, consistently applied, together with an unqualified opinion on the financial position statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (g) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request. Each Borrower will, within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Swap Contracts and Material Contracts. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent. Additionally, Borrowers will immediately deliver to Agent copies of any and all notices or other written communications received (and will advise Agent of any oral communications received) from Branch Banking and Trust Company (or its designee) in connection with the BB&T Notes (hereinafter defined) or any of the Retained Companies as at guarantees executed by the dates indicated and the results of their operations and changes Borrower Representative in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3connection therewith.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Administrative Agent: (i1) as soon as practicable and in any event within 45 available, but no later than forty-five (45) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearmonth, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow of and income statement covering such Borrower’s consolidated operations during the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodprepared under GAAP, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal yearconsistently applied, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, a Responsible Officer and in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject form reasonably acceptable to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i)Administrative Agent; (ii2) as soon as practicable available (if they become available) for the fiscal year ended September 30, 2006, and in any event within 90 no later than ninety (90) days after the end last day of each fiscal yearyear of Borrowers thereafter, audited consolidated financial statements for such fiscal year prepared under GAAP, consistently applied, together with an unqualified (except with respect to the existence of the Chapter 11 Case in the case of the financial statements for the fiscal year ended September 30, 2006) opinion on the financial statements from an independent certified public accounting firm of nationally recognized standing acceptable to Administrative Agent in its reasonable discretion (it being agreed that Xxxxx Xxxxxxx XxXxxx P.C. is acceptable to Administrative Agent); (3) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to such Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrowers with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (4) a prompt report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could result in damages or costs to any Borrower or any of its Subsidiaries of $100,000 or more; (5) prompt written notice of an event that materially and adversely affects the value of any material Intellectual Property of any Credit Party; (6) contemporaneous with the filing thereof, copies of all pleadings, motions, applications, financial information and other papers and documents filed by Company in the Chapter 11 Case, with copies of such papers and documents also provided to or served on Administrative Agent’s counsel; (7) as soon as available, but no later than ninety (90) days after the commencement of each fiscal year of Borrowers, consolidated projections for Borrowers and their Subsidiaries for such fiscal year (on a monthly basis) prepared in a manner consistent with the projections delivered by Borrowers to Administrative Agent prior to the Closing Date or otherwise in a manner reasonably satisfactory to Administrative Agent; and (8) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding Borrowers, their business and the Collateral as Administrative Agent may from time to time reasonably request. Each Borrower will, in conjunction with the delivery of each set of financial statements required under clause (l) above, deliver to Administrative Agent, a consolidated statement duly completed Compliance Certificate signed by a Responsible Officer which shall, inter alia, set forth calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Administrative Agent copies of incomeall Swap Contracts to which any Borrower is a party. Borrower Representative will, within twenty (20) days after the last day of each month, deliver to Administrative Agent a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies duly completed Borrowing Base Certificate as of the end last Business Day of such yearmonth, setting forth signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date) and an inventory report, in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3substance satisfactory to Administrative Agent.

Financial Statements and Other Reports. The Company covenants that it Each Credit Party will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 no later than thirty (30) days after the last day of each of the first two fiscal months of each Fiscal Quarter, a company-prepared consolidated balance sheet and related statements of operations and cash flows as of the end of each quarterly period and for such fiscal month, covering Parent’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP (other than for absence of footnotes and year-end adjustments), consistently applied, certified by a Responsible Officer; (b) no later than forty-five (45) days after the last quarterly period) in day of each fiscal yearof the first three Fiscal Quarters of each Fiscal Year (or any later date by which under applicable SEC rules Parent is required to file its Quarterly Report on Form 10-Q), a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a company prepared consolidated balance sheet and related statements of the Retained Companies operations, stockholders’ equity and cash flows as of the end of such quarterly Fiscal Quarter covering Parent’s and its Consolidated Subsidiaries’ consolidated operations during the period, setting forth in each case in comparative form figures prepared under GAAP (other than for the corresponding period or date in the preceding fiscal year, all in reasonable detail absence of footnotes and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided), howeverconsistently applied, that delivery pursuant to clause (iii) below of certified by a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i)Responsible Officer; (iic) as soon as practicable and in any event within 90 no later than ninety (90) days after the end last day of each fiscal yearany Fiscal Year (or any later date by which under applicable SEC rules Parent is required to file its Annual Report on form 10-K), a audited consolidated statement of incomefinancial statements prepared under GAAP, a consolidated statement of cash flow and a consolidated statement of stockholders equity of consistently applied, together with an unqualified opinion to the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state effect that such consolidated financial statements present fairly in all material respects the financial position condition and operations of Parent and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (other than in the final year of maturity hereof, with respect to the pending maturity of this facility) from Credit Parties’ independent certified public accounting firm as of the Retained Companies as at Original Closing Date or another independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Parent’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Credit Parties with any stock exchange on which any securities of any Credit Party are traded and/or the dates indicated SEC; (e) within ninety (90) days after the start of each Fiscal Year, a copy of the plan and forecast (including a projected consolidated balance sheet and related operating metrics and cash adjustments) of Parent for each Fiscal Quarter of the upcoming Fiscal Year; and (f) within ten (10) Business Days of any reasonable request therefor, such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Credit Parties, their business and the results Collateral as Agent may from time to time reasonably request (unless the disclosure of their operations and changes in their financial position such information would require the forfeiture by such Credit Party or Subsidiary of attorney client privilege with respect to such document; provided, however, that such Credit Party or Subsidiary shall take all actions reasonably requested by Agent to allow access to such document without otherwise forfeiting such privilege); provided, however, that reporting related to Regulatory Required Permits and/or Regulatory Reporting Events shall be governed by Section 4.17. If Parent publicly files with the SEC reports on Form 10-K or Form 10-Q for the applicable periods indicated or any other periodic reports containing the information required by clause (b), (c) and (d) above, Credit Parties may satisfy such requirements by such filing. Concurrently with any delivery of financial statements under clauses (a), (b) and (c) above, Parent shall deliver, in conformity accordance with GAAP applied on Section 6.6, a basis consistent duly completed Compliance Certificate signed by a Responsible Officer. Credit Parties will, 20 days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate, together with B-3such other information as required pursuant to Section 6.6, signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date) and a summary of Inventory by location and type with a supporting perpetual Inventory report, in each case, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion.

Financial Statements and Other Reports. The After the Closing Date, the Company covenants that it will deliver agrees to Purchaser send the following reports to the holder of Series A Preferred Stock: (a) so long as Purchaser's Percentage Interest exceeds the Company is subject to the requirements of, or otherwise making filings pursuant to, Section 13 or 15(d) of the Exchange Act, within three days after the filing with the Commission, a copy of its Annual Report on Form 10%: -KSB or Form 10-K, its Quarterly Reports on Form 10-QSB or Form 10-Q, any proxy statements or information statements and any Current Reports on Form 8-K, together in each case with amendments thereto; (ib) within one day after release, copies of all press releases issued by the Company or any of its Subsidiaries; (c) promptly upon receipt thereof, copies of reports, if any, submitted to the Company by independent accountants in connection with each annual or interim audit of the books of the Company made by such accountants; and (d) all other information sent to holders of the Common Stock or any other equity security holder. Without limiting the foregoing, the Company shall deliver to the Purchaser until the Purchaser transfers, assigns (except in the case of an assignment to an Affiliate) or sells all of its Series A Preferred Stock (a) as soon as practicable and in any event within 45 days after the end of each quarterly period (other than fiscal quarter, the last quarterly period) in each fiscal yearfollowing information: consolidated statements of income, a consolidated statement of income stockholders' equity and a consolidated statement of cash flow flows of the Retained Companies Company and its Subsidiaries for such fiscal period and for the period from the beginning of the then current fiscal year to the end of such quarterly periodfiscal period and a comparison of each such item to the then current budget, and a consolidated the balance sheet of the Retained Companies Company and its Consolidated Subsidiaries as of at the end of such quarterly fiscal period, setting forth in each case in comparative form figures for the corresponding period or date periods in the preceding fiscal year, all in reasonable detail and detail, prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, certified as to fair presentation by the principal financial officer of the Company as presenting fairly, and accompanied by a written discussion of operations in accordance with GAAP applied summary form; and (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (iib) as soon as practicable and in any event within 90 days after the end of each fiscal yearyear of the Company, a consolidated statement the following information: statements of income, a consolidated statement of stockholders' equity and cash flow and a consolidated statement of stockholders equity flows of the Retained Companies Company and its consolidated Subsidiaries for such year, and a consolidated balance sheet of the Retained Companies Company and its consolidated Subsidiaries as of at the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all prepared in reasonable detail accordance with generally accepted accounting principles consistently applied throughout the periods involved, and examined and reported on accompanied by an opinion of BDO Xxxxxxx XX, or another firm of independent public accountants of recognized national standing selected by the Company, which report shall state to the effect that such the consolidated financial statements have been prepared in accordance with generally accepted accounting principles consistently applied (except for changes in application in which such accountants concur and as are noted therein) and present fairly the financial position condition of the Retained Companies Company and its consolidated Subsidiaries and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances; and accompanied by a written discussion of operations by management in summary form with respect to such fiscal year, including a comparison to budget. The Purchaser is hereby authorized to deliver a copy of any financial statement delivered to it pursuant to this Section 4.2 to any regulatory body having jurisdiction over it that requests such information. Subject to compliance with reasonable confidentiality requirements imposed by the Company, the Purchaser shall have reasonable access to the Company, including its management, and its books and records during regular business hours and is further authorized to request information from and to have access to, at the dates indicated and Company's expense, the results of their operations and changes in their financial position for Company's independent public accountants. The Company shall request such accountants to make available to the periods indicated in conformity with GAAP applied on a basis consistent with B-3Purchaser such information as the Purchaser may reasonably request.

Financial Statements and Other Reports. The Company covenants that it Borrower Representative will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) for each Borrower as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearmonth, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow of and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, prepared under GAAP, consistently applied (except unaudited financial statements shall be subject to normal year-end adjustments and a consolidated balance sheet the absence of the Retained Companies as of the end of such quarterly periodfootnote disclosures), setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from as at the preceding end of the corresponding month of the previous fiscal yearyear and the projected figures for such period based upon the projections required hereunder, all in reasonable detail detail, certified by a Responsible Officer and examined in a form acceptable to Agent; (b) together with the financial reporting package described in (a) above, evidence of payment and reported satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) for the Borrowers, as soon as available, but no later than one hundred twenty (120) days after the last day of the Borrowers’ fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrowers’ security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by independent public accountants any Borrower with any stock exchange on which any securities of recognized national standing selected any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (g) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request. Each Borrower will, within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (a) above, a duly completed Compliance Certificate (each, a “Monthly Compliance Certificate”) signed by a Responsible Officer (i) setting forth calculations showing compliance with the financial covenants set forth in this Agreement and (ii) identifying and attaching complete copies of all Material Contracts and Intellectual Property not previously disclosed in the Schedules to this Agreement or in a preceding Monthly Compliance Certificate (provided, however, by so disclosing, Borrowers shall not cure any Event of Default for failure to disclose such information sooner). Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Swap Contracts. Upon the reasonable request of the Agent, the Borrowers shall denote the ten (10) largest Account Debtors, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3Standard & Poor’s Corporation, Mxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Administrative Agent: (i1) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearmonth, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow of and income statement covering Borrower’s consolidated operations during the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodprepared under GAAP, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal yearconsistently applied, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, a Responsible Officer and in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject form acceptable to changes resulting from year-end closing and audit adjustmentsAdministrative Agent; provided, however, that in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, Borrower shall provide such financial statements within forty-five (45) days after the last day of each fiscal quarter rather than within thirty (30) days of the last day of each month; (2) as soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Administrative Agent in its reasonable discretion, (3) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC (which, at all times that Borrower is subject to the reporting requirements under the Securities Exchange Act of 1934, shall be in lieu of the financial statements required pursuant to clause (iii1) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (iabove); (ii4) a prompt report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could result in damages or costs to any Borrower or any of its Subsidiaries of Five Hundred Thousand Dollars ($500,000) or more; (5) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (6) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as soon as practicable Administrative Agent may from time to time reasonably request. Each Borrower will, in conjunction Credit and in any event within 90 days after Security Agreement with the end delivery of each fiscal yearset of financial statements required under clause (l) above, deliver to Administrative Agent, a consolidated statement duly completed Compliance Certificate signed by a Responsible Officer. Promptly upon their becoming available, Borrowers shall deliver to Administrative Agent copies of income, all Swap Contracts to which any Borrower is a consolidated statement party. Promptly upon Administrative Agent’s receipt of cash flow and a consolidated statement of stockholders equity any of the Retained Companies for such yearforegoing in this Section 4.1, and Administrative Agent shall deliver a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in copy to each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3Lender.

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable available, but no later than forty-five (45) days after the last day of each fiscal quarter, a company prepared consolidated balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; (b) [reserved]; (c) as soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders in their capacity as such or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) [reserved]; (f) prompt written notice of an event that materially and adversely affects the value of any material Intellectual Property; (g) within sixty (60) days after the start of each fiscal year, projections for such fiscal year, on a quarterly basis; and (h) promptly (and in any event within 45 ten (10) days after of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the end of each quarterly period (other than Borrowers, their business and the last quarterly period) in each fiscal year, a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period Collateral as Agent may from the beginning of the then current fiscal year time to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly period, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustmentstime reasonably request; provided, however, that delivery reporting related to Regulatory Required Permits and/or Regulatory Reporting Events shall be governed by Section 4.17. Each Borrower will, within thirty (30) days after the last day of each month (except for months ending at the end of a fiscal quarter, in which case it shall be within forty-five (45) days after the last day of such month), deliver to Agent, a duly completed Compliance Certificate signed by a Responsible Officer (a) setting forth calculations showing monthly cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, (b) certifying that no Event of Default has occurred and is continuing, and (c) with respect to Compliance Certificates as of the last month of a fiscal quarter, compliance with the financial covenant set forth in Article 6 of this Agreement. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, within five (5) Business Days of any reasonable request by Agent, deliver to Agent a schedule of Eligible Accounts denoting the thirty (30) largest Account Debtors during calendar quarter most recently ended prior thereto. Documents required to be delivered pursuant to clause this Section 4.1 (iii) below of a copy of to the Quarterly Report on Form 10-Q of the Company for extent any such quarterly period documents are included in materials filed with the SEC SEC) may be delivered electronically and if so delivered, shall be deemed to satisfy have been delivered on the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days after date on which Borrower Representative posts such documents, or provides a link thereto, on Borrower Representative’s website on the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such consolidated financial statements present fairly the financial position of the Retained Companies as Internet at the dates indicated and the results of their operations and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3Borrower Representative’s website address.

Financial Statements and Other Reports. The Company covenants that it Each Borrower and Guarantor will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Administrative Agent: (i1) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearmonth, a company prepared consolidated statement of income and a consolidated statement of balance sheet, cash flow of and income statement covering Borrower’s consolidated operations during the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodprepared under GAAP, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal yearconsistently applied, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, a Responsible Officer and in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject form acceptable to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i)Administrative Agent; (ii2) as soon as practicable and in any event within 90 available, but no later than forty-five (45) days after the end last day of each calendar quarter, consolidated financial statements covering Borrower’s consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Administrative Agent; (3) as soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state that such audited consolidated financial statements present fairly prepared under GAAP, consistently applied, together with an unqualified opinion on the financial position statements from an independent certified public accounting firm acceptable to Administrative Agent in its reasonable discretion; (4) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the Retained Companies as at SEC; (5) a prompt report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (6) prompt written notice of an event that materially and adversely affects the dates indicated value of any Intellectual Property; and (7) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the results Collateral as Administrative Agent may from time to time reasonably request. Each Borrower will, in conjunction with the delivery of each set of financial statements required under clause (2) above, deliver to Administrative Agent, a duly completed Compliance Certificate signed by a Responsible Officer which shall, inter alia, set forth calculations showing compliance with the financial covenants (if any) set forth in this Agreement. Promptly upon their operations becoming available, Borrowers shall deliver to Administrative Agent copies of all swap agreements or other derivative instruments to which any Borrower is a party. Each Borrower will, within thirty (30) days after the last day of each month, deliver to Administrative Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and changes in their financial position for the periods indicated in conformity with GAAP applied on a basis consistent with B-3accounts payable (by invoice date).

Financial Statements and Other Reports. The Company covenants that it Each Borrower will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 available, but no later than thirty (30) days after the end last day of each quarterly period (other than the last quarterly period) in each fiscal yearmonth, a company prepared consolidated statement of balance sheets, cash flows and income statements (including year-to-date results) covering Borrowers’ and a its Consolidated Subsidiaries’ consolidated statement of cash flow of operations during the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a consolidated balance sheet of the Retained Companies as of the end of such quarterly periodprepared under GAAP, consistently applied, setting forth in each case in comparative form figures for the corresponding period or date in the preceding fiscal year, all in reasonable detail and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided, however, that delivery pursuant to clause (iii) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause (i); (ii) as soon as practicable and in any event within 90 days after the end of each fiscal year, a consolidated statement of income, a consolidated statement of cash flow and a consolidated statement of stockholders equity of the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from as at the preceding end of the corresponding month of the previous fiscal yearyear and the projected figures for such period based upon the projections required hereunder, all in reasonable detail detail, certified by a Responsible Officer and examined in a form acceptable to Agent; (b) together with the financial reporting package described in (a) above, evidence of payment and reported satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by independent public accountants Borrower with any stock exchange on which any securities of recognized national standing selected any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of One Hundred Thousand Dollars ($100,000) or more provided that Borrower shall be required to disclose threatened litigation that is received in the form of a “demand letter” only in its quarterly Compliance Certificates (it being understood that the foregoing exception shall not apply with respect to litigation for which any court filings have been made); (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (g) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request and (h) promptly after the request by the Companyany Lender, which report shall state all documentation and other information that such consolidated Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act. Each Borrower will, within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements present fairly described in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth monthly cash and cash equivalents held by Borrowers, Borrowers and their Consolidated Subsidiaries and calculations showing compliance with the financial position covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Swap Contracts and Material Contracts. Each Borrower will, within ten (10) days after the Retained Companies last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as at the dates indicated and the results Agent shall request, deliver to Agent a schedule of their operations and changes in their financial position Eligible Accounts denoting, for the periods indicated thirty (30) largest Account Debtors during such quarter. Notwithstanding anything to the contrary herein, documents required to be delivered pursuant to Section 4.1(d) (to the extent any such documents are included in conformity materials filed with GAAP applied the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrowers posts such documents, or provides a basis consistent with B-3link thereto, on Borrowers’ website on the Internet at Borrowers’ website address.

Financial Statements and Other Reports. The Company covenants that it Each Credit Party will deliver to Purchaser so long as Purchaser's Percentage Interest exceeds 10%Agent: (ia) as soon as practicable and in any event within 45 no later than thirty (30) days after the last day of each of the first two fiscal months of each Fiscal Quarter, a company-prepared consolidated balance sheet and related statements of operations and cash flows as of the end of each quarterly period and for such fiscal month, covering Parent’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP (other than for absence of footnotes and year-end adjustments), consistently applied, certified by a Responsible Officer; (b) no later than forty-five (45) days after the last quarterly period) in day of each fiscal yearof the first three Fiscal Quarters of each Fiscal Year (or any later date by which under applicable SEC rules Parent is required to file its Quarterly Report on Form 10-Q), a consolidated statement of income and a consolidated statement of cash flow of the Retained Companies for the period from the beginning of the then current fiscal year to the end of such quarterly period, and a company prepared consolidated balance sheet and related statements of the Retained Companies operations, stockholders’ equity and cash flows as of the end of such quarterly Fiscal Quarter covering Parent’s and its Consolidated Subsidiaries’ consolidated operations during the period, setting forth in each case in comparative form figures prepared under GAAP (other than for the corresponding period or date in the preceding fiscal year, all in reasonable detail absence of footnotes and certified by the principal financial officer of the Company as presenting fairly, in accordance with GAAP applied (except as specifically set forth therein) on a basis consistent with such prior fiscal period, the information contained therein, subject to changes resulting from year-end closing and audit adjustments; provided), howeverconsistently applied, that delivery pursuant to clause certified by a Responsible Officer, (iiic) below of a copy of the Quarterly Report on Form 10-Q of the Company for such quarterly period filed with the SEC shall be deemed to satisfy the requirements of this clause no later than ninety (i); (ii90) as soon as practicable and in any event within 90 days after the end last day of each fiscal yearany Fiscal Year (or any later date by which under applicable SEC rules Parent is required to file its Annual Report on form 10-K), a audited consolidated statement of incomefinancial statements prepared under GAAP, a consolidated statement of cash flow and a consolidated statement of stockholders equity of consistently applied, together with an unqualified opinion to the Retained Companies for such year, and a consolidated balance sheet of the Retained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures from the preceding fiscal year, all in reasonable detail and examined and reported on by independent public accountants of recognized national standing selected by the Company, which report shall state effect that such consolidated financial statements present fairly in all material respects the financial position condition and operations of Parent and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (other than in the final year of maturity hereof, with respect to the pending maturity of this facility) from Credit Parties’ independent certified public accounting firm as of the Retained Companies as at Closing Date or another independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Parent’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Credit Parties with any stock exchange on which any securities of any Credit Party are traded and/or the dates indicated SEC; (e) within ninety (90) days after the start of each Fiscal Year, a copy of the plan and forecast (including a projected consolidated balance sheet and related operating metrics and cash adjustments) of Parent for each Fiscal Quarter of the upcoming Fiscal Year, and (f) within ten (10) Business Days of any reasonable request therefor, such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Credit Parties, their business and the results Collateral as Agent may from time to time reasonably request (unless the disclosure of their operations and changes in their financial position such information would require the forfeiture by such Credit Party or Subsidiary of attorney client privilege with respect to such document; provided, however, that such Credit Party or Subsidiary shall take all actions reasonably requested by Agent to allow access to such document without otherwise forfeiting such privilege); provided, however, that reporting related to Regulatory Required Permits and/or Regulatory Reporting Events shall be governed by Section 4.17. If Parent publicly files with the SEC reports on Form 10-K or Form 10-Q for the applicable periods indicated or any other periodic reports containing the information required by clause (b), (c) and (d) above, Credit Parties may satisfy such requirements by such filing. Concurrently with any delivery of financial statements under clauses (a), (b) and (c) above, Parent shall deliver, in conformity accordance with GAAP applied on Section 6.4, a basis consistent duly completed Compliance Certificate signed by a Responsible Officer. Credit Parties will, (1) following the Closing Date and until the first anniversary thereof, within 25 days after the last day of each month and (2) following the first anniversary of the Closing Date and thereafter until the Maturity date, 20 days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate, together with B-3such other information as required pursuant to Section 6.4, signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date) and a summary of Inventory by location and type with a supporting perpetual Inventory report, in each case, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion.