Common use of Financial Statements and Other Reports Clause in Contracts

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 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) 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 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.

Financial Statements and Other Reports. Each Borrower The Company covenants that it will deliver to AgentPurchaser so long as Purchaser's Percentage Interest exceeds 10%: (ai) as soon as available, but no later than thirty (30) practicable and in any event within 45 days after the last day end of each monthquarterly period (other than the last quarterly period) in each fiscal year, a company prepared 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 sheetsheet 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 income a consolidated statement (including of stockholders equity of the Retained Companies for such year-to-date results) covering Borrowers’ , and its Consolidated Subsidiaries’ a consolidated operations during balance sheet of the period, prepared under GAAP, consistently appliedRetained Companies as of the end of such year, setting forth in each case in comparative form the corresponding figures as at from the end of the corresponding month of the previous preceding fiscal year and the projected figures for such period based upon the projections required hereunderyear, all in reasonable detaildetail and examined and reported on by independent public accountants of recognized national standing selected by the Company, 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 which report shall state that 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 unqualified opinion on present fairly the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days position 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 One Hundred Thousand Dollars ($100,000) or more provided that Borrower shall be required to disclose threatened litigation that is received in Retained Companies as at 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 dates indicated and the Collateral as Agent may from time to time reasonably request. Each Borrower will, within thirty (30) days after results of their operations and changes in their financial position for the last day of each month, deliver to Agent periods indicated in conformity 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 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 GAAP applied 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.basis consistent with B-3

Financial Statements and Other Reports. Each Borrower The Company will deliver to Agentthe Purchaser: (a) as soon as available, but no later than thirty (30) days after the last day of each 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, (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 day of each Fiscal Quarter of the Company, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ the Company’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month Fiscal Quarter of the previous fiscal year Fiscal Year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Agentthe Purchaser; (bc) together with the financial reporting package flash reports described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers Obligors with respect to the payroll period(s) occurring during such month, subject to Section 7.2; (cd) as soon as available, but no later than ninety one hundred five (90105) days after the last day of Borrowerthe Company’s fiscal yearFiscal 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 the Purchaser in its reasonable discretion; (de) 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 Borrowerthe Company’s security holders or to any holders of Subordinated agents or lenders under any Existing Senior Secured Debt Documents and copies of all reports and other filings made by Borrower the Company with any stock exchange on which any securities of any Borrower Obligor are traded and/or the SEC; (ef) a prompt written report of any legal actions pending or threatened against any Borrower Obligor or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower Obligor or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($100,000150,000) 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)more; (fg) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (gh) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the BorrowersObligors, 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 Agent the Purchaser may from time to time reasonably request. Each Borrower The Company will, within thirty (30) days after the last day of each month, deliver to Agent the Purchaser (i) with the first two monthly flash reports described in clause (a) above and (ii) with quarterly financial statements described in clause (ab) 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 calculations showing compliance with the financial covenants set forth in this Agreement. Promptly ; (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 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, the Company shall deliver to the Purchaser the annual budget for both the Company and any of its Subsidiaries, including forecasts of the income statement, the balance sheet and a cash flow statement for the immediately succeeding year on a quarterly basis and thereafter, shall promptly deliver any amendment thereto; (k) promptly upon their becoming available, Borrowers the Company shall deliver to Agent the Purchaser copies of all Swap Material Contracts and Material Contracts. Each Borrower will, within ten (10) days or material amendments thereto entered into 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 quarterClosing Date.

Financial Statements and Other Reports. Each Borrower will deliver to Administrative Agent: (a1) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Administrative 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; (c2) as soon as available, but no later than ninety one hundred fifty (90150) 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; (d3) 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; (e4) 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 Fifty Thousand Dollars ($100,00050,000) 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)more; (f5) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (g6) 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, within thirty (30) days after the last day of each month, deliver to Administrative Agent with the monthly financial statements described in clause (a) abovestatements, 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 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 all Swap Contracts and Material Contracts. Each Borrower will, within ten once every five (105) days after the last day of each monthBusiness Days, deliver to Administrative 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.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow sheet and income statement (including year-to-date results) covering Borrowers’ ' and its their Consolidated Subsidiaries’ ' consolidated operations during the period, prepared under GAAPGAAP (subject to the absence of footnotes and normal year-end adjustments), consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer of ModusLink and 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 satisfaction of all payroll, withholding and similar taxes due and owing by all 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 Borrower’s Borrowers' fiscal year, (i) audited consolidated financial statements of Holdings and its Consolidated Subsidiaries 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 discretiondiscretion 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 five fifteen (515) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s Borrowers security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower 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 could would reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of One Five Hundred Thousand Dollars ($100,000500,000) 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)more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (g) budgetsno later than forty-five (45) days after the first day of each fiscal year of Borrowers', sales projectionsa month by month projected operating budget in the form of Exhibit E attached hereto; and (h) promptly following request therefor, operating plans and 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 monthly cash and cash equivalents held by Borrowers and Borrowers and their Consolidated Subsidiaries and calculations showing compliance with of the financial covenants 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 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 denoting the thirty fifteen (3015) largest Account Debtors during such quarter.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal quarter, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 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[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) 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)[reserved]; (f) prompt written notice of an event that materially and adversely affects the value of any material Intellectual Property; and (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 ten (10) days of any request therefor) such readily available other 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. 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 with the monthly financial statements described in clause (a) aboveAgent, a duly completed Compliance Certificate signed by a Responsible Officer (a) setting forth calculations showing monthly cash and cash equivalents held by of Borrowers and Borrowers and their Consolidated Subsidiaries Subsidiaries, (b) certifying that no Event of Default has occurred and calculations showing is continuing, and (c) with respect to Compliance Certificates as of the last month of a fiscal quarter, compliance with the financial covenants covenant set forth in Article 6 of 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 Documents required to be designated by Agentdelivered pursuant to this Section 4.1 (to the extent any such documents are included in materials filed with the SEC) may be delivered electronically and if so delivered, and shall be deemed to have been delivered on the date on which Borrower Representative posts such documents, or provides a link thereto, on Borrower Representative’s website on the Internet 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 quarterBorrower Representative’s website address.

Financial Statements and Other Reports. Each Borrower will deliver to Administrative Agent: (a1) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Administrative 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; (c2) as soon as available, but no later than ninety one hundred fifty (90150) 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; (d3) 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; (e4) 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 Fifty Thousand Dollars ($100,00050,000) 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)more; (f5) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (g6) 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, within thirty (30) days after the last day of each month, deliver to Administrative Agent with the monthly financial statements described in clause (a) abovestatements, 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 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 all Swap Contracts and Material Contracts. Each Borrower will, within ten once every five (105) days after the last day of each monthBusiness Days, deliver to Administrative 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 shallPortions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, 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 quarteramended.

Financial Statements and Other Reports. Each Borrower Representative will deliver to Administrative Agent: (a1) as soon as available, but no later than thirty forty five (3045) days after the last day of each monthquarter, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ Borrower's consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form reasonably acceptable to Administrative 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; (c2) as soon as available, but no later than ninety (90) days after the last day of Borrower’s '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; , (d3) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s '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; (e4) 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 Million Dollars ($100,0001,000,000) 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)more; (f5) prompt written notice after any Borrower becomes aware of an event that materially and adversely affects the value of any Intellectual PropertyProperty relating to Opana ER; and (g6) 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, within thirty (30) days after in conjunction with the last day delivery of each monthset of financial statements required under clause (l) above, deliver to Agent with the monthly financial statements described in clause (a) aboveAdministrative Agent, 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 calculations showing compliance with the financial covenants set forth in this AgreementOfficer. Promptly upon their becoming available, Borrowers shall deliver to Administrative Agent copies of all Swap Contracts and Material Contractsto which any Borrower is a party. Each Borrower willPromptly upon Administrative Agent's receipt of any of the foregoing in this Section 4.1, 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 Administrative Agent shall request, deliver a copy to Agent a schedule of Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quartereach Lender.

Financial Statements and Other Reports. Each Borrower Representative will deliver to Agent: (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 yearyear (or the required SEC filing date for Holdings’ Form 10-K, if later), 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 discretiondiscretion (it being understood that Cherry & Bekaert LLP is acceptable to Agent as of the 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 statements, reports and notices are available on SEC’s website, Borrower shall not have to separately deliver such items to Agent); (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) 250,000 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)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 Representative will, within thirty forty-five (3045) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (a) abovestatements, 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 calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers Borrower Representative shall deliver to Agent copies of all Swap Contracts and Material Contracts. Each Borrower Representative 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 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 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.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: Agent (notwithstanding 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 available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal quarter, a company prepared consolidated and consolidating balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAPGAAP or IFRS, as applicable, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 payment and satisfaction of all payrolla company], withholding and similar taxes due and owing by all Borrowers with respect to the 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 period(s) occurring during such monthprocessors; (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 GAAPGAAP 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 an 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 One Hundred Thousand Dollars ($100,000) 1,000,000 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)more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual PropertyProperty 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 (gh) promptly (and in any event within ten (10) days of any request therefor) such readily available other 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. 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) aboveAgent, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing monthly cash and cash equivalents held by of Borrowers and Borrowers and their Consolidated Subsidiaries and calculations showing and, as applicable, 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.

Financial Statements and Other Reports. Each Borrower will deliver to Lender Agent: (a1) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow sheet and income statement (including year-to-date results) covering Borrowers’ and its Consolidated their consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently appliedapplied (except for ordinary course adjustments to such monthly financial statements which are taken in good faith, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year actuarial adjustments for self-insurance retention and the projected figures for such period based upon the projections required hereunderdisproportionate share payment adjustments), all in reasonable detail, certified by a Responsible Officer and in a form reasonably acceptable to Lender 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; (c2) as soon as available, but no later than ninety one hundred fifty (90150) days after the last day of Borrower’s fiscal yeareach 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; (d3) within five (5) days of delivery or filing thereofthereof 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 any such Borrower are traded and/or the SECUnited States Securities and Exchange Commission; (e4) a prompt written 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 One Hundred Thousand Dollars ($100,000) 500,000 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)more; (f5) prompt written notice of an event that materially and adversely affects the value of any material Intellectual Property; and (g6) 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. Each Borrower will, within thirty ; (307) days after the last day of each month, deliver to Agent concurrent with the monthly delivery of its audited consolidated financial statements described in clause (a) aboveprepared under GAAP, a duly completed Compliance Certificate signed by a Responsible Officer setting forth monthly cash reconciliation between its interim fourth quarter report and cash equivalents held by Borrowers and Borrowers and their Consolidated Subsidiaries and calculations showing compliance any adjustments thereafter in connection with the finalizing its audited consolidated financial covenants set forth in this Agreement. Promptly statements prepared under GAAP, consistently applied; (8) promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Swap 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 Material Contracts. Each Borrower willExchange 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 last day 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 books of such Person or any of its Affiliates and copies of each month, deliver to Agent a duly completed Borrowing Base Certificate signed management control letter provided by a Responsible Officer, with aged listings of accounts receivable and accounts payable such independent accountants; (by invoice date). Borrowers shall, every ninety 12) within fifteen (9015) days on after the execution thereof, a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent copy of any contracts with the federal government or with a schedule Governmental Authority in the State of Eligible Accounts denoting, for the California; (13) not less than thirty (30) largest Account Debtors during 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 quarterupcoming Fiscal Year (including an income statement for each month and a balance sheet as of the end of the last month in each Fiscal Quarter); and (14) any additional information, documents, statements, reports and other materials that are provided to the agent or the lenders under the MidCap Facility.

Financial Statements and Other Reports. Each Borrower The Company will deliver to Agentthe Purchaser: (a) as soon as available, but no later than thirty (30) days after the last day of each 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, (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 day of each Fiscal Quarter of the Company, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ the Company’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month Fiscal Quarter of the previous fiscal year Fiscal Year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Agentthe Purchaser; (bc) together with the financial reporting package flash reports described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers Obligors with respect to the payroll period(s) occurring during such month, subject to Section 7.2; (cd) as soon as available, but no later than ninety one hundred five (90105) days after the last day of Borrowerthe Company’s fiscal yearFiscal 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 the Purchaser in its reasonable discretion; (de) 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 Borrowerthe Company’s security holders or to any holders of Subordinated agents or lenders under any Existing Senior Secured Debt Documents and copies of all reports and other filings made by Borrower the Company with any stock exchange on which any securities of any Borrower Obligor are traded and/or the SEC; (ef) a prompt written report of any legal actions pending or threatened against any Borrower Obligor or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower Obligor or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($100,000150,000) 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)more; (fg) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (gh) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the BorrowersObligors, 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 Agent the Purchaser may from time to time reasonably request. Each Borrower The Company will, within thirty (30) days after the last day of each month, deliver to Agent the Purchaser (i) with the first two monthly flash reports described in clause (a) above and (ii) with quarterly financial statements described in clause (ab) 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 calculations showing compliance with the financial covenants set forth in this Agreement. Promptly ; (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 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, the Company shall deliver to the Purchaser the annual budget for both the Company and any of its Subsidiaries, including forecasts of the income statement, the balance sheet and a cash flow statement for the immediately succeeding year on a quarterly basis and thereafter, shall promptly deliver any amendment thereto; (k) promptly upon their becoming available, Borrowers the Company shall deliver to Agent the Purchaser copies of all Swap Material Contracts and Material Contracts. Each Borrower will, within ten (10) days or material amendments thereto entered into 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 quarterEffective Date.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal quarter, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 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[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) 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)[reserved]; (f) prompt written notice of an event that materially and adversely affects the value of any material Intellectual Property; and (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 ten (10) days of any request therefor) such readily available other 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. 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 with the monthly financial statements described in clause (a) aboveAgent, a duly completed Compliance Certificate signed by a Responsible Officer (a) setting forth calculations showing monthly cash and cash equivalents held by of Borrowers and Borrowers and their Consolidated Subsidiaries Subsidiaries, (b) certifying that no Event of Default has occurred and calculations showing is continuing, and (c) with respect to Compliance Certificates as of the last month of a fiscal quarter, compliance with the financial covenants covenant set forth in Article 6 of 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 within five (905) days on a schedule to be designated Business Days of any reasonable request by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for denoting the thirty (30) largest Account Debtors during calendar quarter most recently ended prior thereto. Documents required to be delivered pursuant to this Section 4.1 (to the extent any such quarterdocuments are included in materials filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower Representative posts such documents, or provides a link thereto, on Borrower Representative’s website on the Internet at Borrower Representative’s website address.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 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 one-hundred eighty (90180) days after the last 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 going concern statement solely based on recurring losses and net capital deficiencies of the Borrower) 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 SECSEC (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 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 One Two Hundred Fifty Thousand Dollars ($100,000250,000) 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)more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual PropertyMaterial Intangible Asset; 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; provided, however, that 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, 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 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.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a1) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow sheet and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently appliedapplied (except for ordinary course adjustments to such monthly financial statements which are taken in good faith, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year 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 the projected figures for such period based upon the projections required hereunderdisproportionate share payment adjustments), all in reasonable detail, 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 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; (c2) as soon as available, but no later than ninety one hundred fifty (90150) days after the 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; (d3) within five (5) days of delivery or filing thereofthereof 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; (e4) a prompt written 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 One Five Hundred Thousand Dollars ($100,000500,000) 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)more; (f5) prompt written notice of an event that materially and adversely affects the value of any material Intellectual Property; and (g6) 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 fifty (3050) days after the last day of each monthfiscal quarter (ninety (90) days in the case of each fourth fiscal quarter), 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 calculations showing compliance with the financial covenants set forth in this Agreement. In addition, Borrower will provide 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. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Swap Contracts and Material ContractsContracts to the extent such documents are filed with the SEC. Each Borrower will, within ten thirty (1030) 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). The Borrowers shallwill, every ninety fiscal quarter (90) days on a schedule to be designated by Agent, but not more frequently unless an Event of Default then exists and at such other times as Agent shall requestis continuing), deliver to Agent a schedule of Eligible Accounts denoting, for and the thirty (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. Each Borrower Credit Party will deliver to Agent: (a) as soon as available, but no later than thirty forty-five (3045) 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 monthof 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 (including year-to-date results) covering Borrowersthe Credit Parties’ and its their Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 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[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 BorrowerOxford 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 discretiondiscretion (it being understood that Ernst & Young LLP is acceptable to Agent); (d) within five (5) days Business Days of delivery or filing thereof, copies of all material statements, reports and notices made available to BorrowerOxford Global’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower any Credit Party with any stock exchange on which any securities of any Borrower Credit Party are traded and/or the SEC; (e) a prompt written report of any new legal actions pending or threatened against any Borrower Credit Party or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower Credit Party or any of its Subsidiaries of One Five Hundred Thousand Dollars ($100,000500,000) or more more; provided that Borrower no information shall be required to disclose threatened litigation be disclosed that is received in would risk the form forfeiture of a “demand letter” only in its quarterly Compliance Certificates (it being understood that the foregoing exception shall not apply attorney client privilege with respect to litigation for which any court filings have been made)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) prompt written notice 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 event that materially and adversely affects annual basis for the value of any Intellectual Propertysubsequent year; and (g) promptly (and in any event within 10 days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the BorrowersCredit Parties, 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. Each Borrower Credit Party will, (x) within thirty forty-five (3045) 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 monthof Oxford Global’s fiscal quarters (other than the last fiscal quarter of each fiscal year), deliver to Agent with the monthly 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 monthly cash and cash equivalents held by Borrowers and Borrowers and their Consolidated Subsidiaries and calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming availableFinancial information required to be delivered pursuant to Section 3.6 or Section 4.1 (in each case, Borrowers solely to the extent such financial information is included in materials filed with the SEC or available via the XXXXX system of the SEC) shall deliver be deemed to have been delivered to Agent copies on the date on which such information is available via the XXXXX system of all Swap Contracts and Material Contractsthe SEC. Each Borrower will, within ten fifteen (1015) 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 or such other certificate as Agent may deemed to be designated reasonably acceptable, with a calculation of the aggregate amount of cash and cash equivalents held by Agentthe Borrowers in their Deposit Accounts and Securities Accounts (and attaching bank statements as evidence thereof); provided that the first Borrowing Base Certificate shall not be due until November 15, 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 quarter2016.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: Agent (notwithstanding 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 available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal quarter, a company prepared consolidated and consolidating balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAPGAAP or IFRS, as applicable, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 payment and satisfaction of all payrolla company], withholding and similar taxes due and owing by all Borrowers with respect to the 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 period(s) occurring during such monthprocessors; (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 GAAPGAAP 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 an 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 One Hundred Thousand Dollars ($100,000) 1,000,000 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)more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual PropertyProperty 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 (gh) promptly (and in any event within ten (10) days of any request therefor) such readily available other 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. 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) aboveAgent, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing monthly cash and cash equivalents held by of Borrowers and Borrowers and their Consolidated Subsidiaries and calculations showing and, as applicable, 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 fifteen (1015) 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 within five (905) days on a schedule to be designated Business Days of any reasonable request by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for denoting the thirty (30) largest Account Debtors during such quartercalendar quarter most recently ended prior thereto.

Financial Statements and Other Reports. Each Borrower Credit Party will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each monthof the first two fiscal months of each Fiscal Quarter, a company company-prepared consolidated balance sheetsheet and related statements of operations and cash flows as of the end of and for such fiscal month, cash flow and income statement (including year-to-date results) covering Borrowers’ Parent’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAPGAAP (other than for absence of footnotes and year-end adjustments), consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to AgentOfficer; (b) together with no later than forty-five (45) days after the financial reporting package described in last day of each of the first three Fiscal Quarters of each Fiscal Year (a) aboveor any later date by which under applicable SEC rules Parent is required to file its Quarterly Report on Form 10-Q), evidence a company prepared consolidated balance sheet and related statements of payment operations, stockholders’ equity and satisfaction cash flows as of all payrollthe end of such Fiscal Quarter covering Parent’s and its Consolidated Subsidiaries’ consolidated operations during the period, withholding prepared under GAAP (other than for absence of footnotes and similar taxes due and owing year-end adjustments), consistently applied, certified by all Borrowers with respect to the payroll period(s) occurring during such month; a Responsible Officer, (c) as soon as available, but no later than ninety (90) days after the last day of Borrower’s 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), audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on to the effect that such consolidated financial statements present fairly in all material respects the financial statements 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 an Credit Parties’ independent certified public accounting firm as of the 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 BorrowerParent’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower Credit Parties with any stock exchange on which any securities of any Borrower Credit Party are traded and/or the SEC; (e) within ninety (90) days after the start of each Fiscal Year, a prompt written report copy of any legal actions pending or threatened against any Borrower or any the plan and forecast (including a projected consolidated balance sheet and related operating metrics and cash adjustments) of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any Parent for each Fiscal Quarter 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); upcoming Fiscal Year, and (f) prompt written notice of an event that materially and adversely affects the value within ten (10) Business Days of any Intellectual Property; and (g) reasonable request therefor, such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the BorrowersCredit Parties, their business and the Collateral as Agent may from time to time reasonably requestrequest (unless the disclosure of 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. Each Borrower will, within thirty (30) days after the last day of each month, deliver to Agent If Parent publicly files with the monthly SEC reports on Form 10-K or Form 10-Q for the applicable periods 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 described in clause under clauses (a), (b) and (c) above, Parent shall deliver, in accordance with Section 6.4, 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 calculations showing compliance with the financial covenants set forth in this AgreementOfficer. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Swap Contracts and Material Contracts. Each Borrower Credit Parties will, (1) following the Closing Date and until the first anniversary thereof, within ten 25 days after the last day of each month and (102) 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 Certificate, together with such 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). Borrowers shall) and a summary of Inventory by location and type with a supporting perpetual Inventory report, every ninety (90) days on a schedule to in each case, accompanied by such supporting detail and documentation as shall be designated requested 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 quarterin its reasonable discretion.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) Borrower shall cause to be furnished to Lender as soon as available, but and in any event no later than thirty one hundred twenty (30120) days after the last day end of each monthFiscal Year (i) certified annual consolidated financial statements of Consolidated Hydro and (as available) audited annual financial statements for the Borrower and the Projects, a company such financial statements to be prepared consolidated in accordance with GAAP consistently applied (if annual audited financial statements for the Borrower and any Project are not available, then Borrower must provide Lender with the unaudited balance sheet, cash flow sheet and income statement for the Borrower and each Project that are used as a basis for Consolidated Hydro's audited consolidated financial statements); (including year-to-date resultsii) covering Borrowers’ a report and its opinion relating to Consolidated Subsidiaries’ consolidated operations during Hydro's annual financial statements of independent certified public accountants of recognized standing selected by Borrower and reasonably acceptable to Lender (which shall include any of the period"Big Six" accounting firms), prepared which report the opinion shall 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 GAAPSections 5.6, consistently applied5.7, setting forth 6.1, 6.3, 6.4, 6.5, 6.6, and 6.7; provided, that such independent certified public accountants shall not be liable in comparative form respect of such statement by reason of any failure to obtain knowledge of any such default that would not be disclosed in the corresponding figures as course of an audit examination conducted in accordance with generally accepted auditing standards in effect at the end date of such examination, (B) if, in the corresponding month opinion of such accountants, any such Event of Default referred to in the previous fiscal year foregoing clause (A) shall exist, a statement as to the nature and status thereof shall be included. In addition, concurrently with the projected figures for delivery of such period based upon the projections required hereunderstatements, all in reasonable detailBorrower and each Affiliate shall furnish to Lender statements of cash distributions receivable or received by Borrower and each such Affiliate, certified by a Responsible Officer and which statements shall be in a form acceptable to Agent; (b) together consistent 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 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) 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 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 quarterPro Forma.

Financial Statements and Other Reports. Each Borrower and Guarantor will deliver to Administrative Agent: (a1) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ Borrower’s consolidated operations during the period, prepared under GAAP, consistently applied, setting forth certified by a Responsible Officer and in comparative a form acceptable to Administrative Agent; (2) as soon as available, but no later than forty-five (45) days after the corresponding figures as at last day of each calendar quarter, consolidated financial statements covering Borrower’s consolidated operations during the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunderperiod, all in reasonable detailprepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Administrative 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; (c3) 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; (d4) 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; (e5) 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 Fifty Thousand Dollars ($100,00050,000) 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)more; (f6) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (g7) 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 (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 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 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 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 Administrative 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.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty days (30) days after the last day of each monthfiscal month that is not also the last month in a fiscal quarter, a company prepared consolidated balance sheet, cash flow sheet and income statement (including year-to-date results) covering Borrowers’ and its their Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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; (bc) together with the financial reporting package described in (ab) 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 monthfiscal quarter; (cd) 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; (de) 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; (ef) a prompt written (and in any event within five (5) Business Days) 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 One Hundred Thousand Million Dollars ($100,0001,000,000) 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)more; (fg) prompt (and in any event within three (3) Business Days) written notice of an event that materially and adversely affects the value ability of Borrowers to use any Intellectual PropertyProperty 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 (gh) 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, Promptly (any in any event within thirty ten (3010) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (aBusiness Days) 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 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 Business Days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible OfficerOfficer of Borrower Representative, 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 reasonably 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.

Financial Statements and Other Reports. Each Borrower will deliver to Administrative Agent: (a1) except as otherwise provided in clause (3) below, as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ Borrower's consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Administrative Agent; (b) together with provided, however, that in 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 event that Borrower becomes subject to the payroll period(sreporting requirements under the Securities Exchange Act of 1934, as amended, Borrower shall provide such financial statements within forty-five (45) occurring during such days after the last day of each fiscal quarter rather than within forty-five (45) days of the last day of each month; (c2) as soon as available, but no later than ninety one hundred twenty (90120) days after the last day of Borrower’s '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; , (d3) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s '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 SECSEC (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 (1) above); (e4) a prompt written report of any legal actions pending or threatened against Credit and Security Agreement 35 any Borrower or any of its Subsidiaries 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 One Seven Hundred Fifty Thousand Dollars ($100,000750,000) or more provided that Borrower shall or (ii) if adversely determined, would reasonably be required expected to disclose threatened litigation that is received in the form of have a “demand letter” only in its quarterly Compliance Certificates (it being understood that the foregoing exception shall not apply Material Adverse Effect with respect to litigation for which any court filings have been made)Borrower or any other Credit Party; (f5) prompt written notice of an event that materially and adversely affects the value of any material Intellectual Property; (6) within thirty (30) days after the end of each fiscal year, an annual budget (unless Borrower is subject to the reporting requirements under the Securities Exchange Act of 1934); and (g7) 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, within thirty (30) days after in conjunction with the last day delivery of each monthset of financial statements required under clause (1) above, deliver to Agent with the monthly financial statements described in clause (a) aboveAdministrative Agent, 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 calculations showing compliance with the financial covenants set forth in this AgreementOfficer. Promptly upon their becoming available, Borrowers shall deliver to Administrative Agent copies of all Swap Contracts and Material Contractsto which any Borrower is a party. Each Borrower willPromptly upon Administrative Agent's receipt of any of the foregoing in this Section 4.1, 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 Administrative Agent shall request, deliver a copy to Agent a schedule of Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quartereach Lender.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal quarter (beginning with the first full fiscal quarter ending after the Closing Date), a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 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 unqualified opinion on the financial statements from an 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 solely with respect to, or resulting solely from (i) an upcoming maturity date under this Agreement or other Permitted Debt occurring within one year from the 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 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 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 PropertyMaterial Adverse Effect; and (gf) 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 requestrequest (unless the disclosure of 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). If Accuray 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), (c) and (d) above, Accuray shall be deemed to satisfy such requirements by such filing. Each Borrower will, within thirty (30) days after the last day of each monthof the first two (2) months of each fiscal quarter, and within forty-five (45) days after the last day of each fiscal quarter, 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 monthly cash and cash equivalents held by Cash Equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries and and, with respect to Compliance Certificates delivered in connection with the quarterly financial statements described in clause (a) above only, setting forth calculations showing compliance with the any applicable financial covenants 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 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.

Financial Statements and Other Reports. Each Borrower will deliver to Administrative Agent: (a1) as soon as available, but no later than thirty forty (3040) days after the last day of each monthquarter, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ Borrower’s consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the applied (subject to normal year-end of the corresponding month of the previous fiscal year adjustments and the projected figures for such period based upon the projections required hereunder, all in reasonable detailabsence of footnote disclosures), certified by a Responsible Officer and in a form acceptable to Administrative 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; (c2) 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; (d3) 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; (e4) 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 One Hundred Fifty Thousand Dollars ($100,000150,000) 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)more; (f5) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (g6) 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, within thirty (30) days after in conjunction with the last day delivery of each monthset of financial statements required under clause (l) above, deliver to Agent with the monthly financial statements described in clause (a) aboveAdministrative Agent, a duly completed Compliance Certificate signed by a Responsible Officer setting which shall, inter alia, set forth monthly cash and cash equivalents held by Borrowers and Borrowers and their Consolidated Subsidiaries and 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 Contracts and Material Contractsswap 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 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.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as 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 (including year-to-date results) covering Borrowers’ and its their Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 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 one hundred twenty (90120) 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 Ernst & Young or another independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days Business Days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s 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 could would reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of One Five Hundred Thousand Dollars ($100,000500,000) 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)more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (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 ten (10) days 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 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 4.16. 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 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.

Financial Statements and Other Reports. Each Borrower will deliver to Administrative Agent: (a1) as soon as available, but no later than thirty (30) days after the last day of each monthperiod 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 (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ such Borrower’s consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form reasonably acceptable to Administrative 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; (c2) as soon as available, but no later than ninety (90) days 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 an Ernst & Young or another independent certified public accounting firm acceptable to the Administrative Agent in its reasonable discretion; (d3) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s 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 SEC; (e4) 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) 250,000 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)more; (f5) prompt written notice after any Borrower becomes aware of an event that materially and adversely affects the value of any Intellectual Property; and (g6) 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, within thirty (30) days after in conjunction with the last day delivery of each monthset of financial statements required under clause (l) above, deliver to Agent with the monthly financial statements described in clause (a) aboveAdministrative Agent, a duly completed Compliance Certificate signed by a Responsible Officer setting which shall, inter alia, set forth monthly cash and cash equivalents held by Borrowers and Borrowers and their Consolidated Subsidiaries and 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 Contracts and Material Contractsswap 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 (i) aged listings of accounts receivable and accounts payable (by invoice date), (ii) the perpetual Inventory and (ii) a schedule of each Borrower’s Equipment. Documents required to be delivered pursuant to this Section 4.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the 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 wxx.xxxxxxx.xxx (or such other website address as Borrowers may provide to Administrative Agent in writing from time to time); provided, that: (x) to the extent Administrative Agent is otherwise unable to receive any such electronically delivered documents, Borrowers shall, every ninety (90) days on a schedule to be designated 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 at (y) Borrowers shall notify Administrative Agent (by telecopier or electronic mail) of the posting of any such other times as documents or provide to Administrative Agent shall requestby electronic mail electronic versions (i.e., deliver to Agent a schedule soft copies) of Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarterdocuments.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheetsheets, cash flow flows and income statement statements (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 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 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 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 requestrequest and (h) promptly after the request by any Lender, all documentation and other information that such 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 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, Borrowers and their Consolidated Subsidiaries and 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. 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 materials filed with 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 link thereto, on Borrowers’ website on the Internet at Borrowers’ website address.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty forty (3040) days after the last day of each month, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ Borrower’s consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 one-hundred twenty (90120) 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 thereofdelivery, copies of all statements, reports and notices made available to all of 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 SECDebt; (e) all reports on 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); (f) as soon as available, but no later than forty (40) days after the last day of each month, a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected 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 provided 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 shall be required to disclose threatened litigation 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 received 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 form future, and (ii) Agent to have the ability in the event 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 liquidation of any Intellectual PropertyCollateral to dispose of such Collateral in accordance with Agent’s rights and remedies under this Agreement and the other Loan Documents; and (gh) 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 forty (3040) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (a) abovestatements, 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 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 Material Contracts filed with Form 10-K, 10-Q and Material Contracts8-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 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 denoting the thirty (30) largest Account Debtors during such quarter.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 one hundred twenty (90120) 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, (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 SECSEC (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 One Seven Hundred Fifty Thousand Dollars ($100,000750,000) 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)more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual PropertyProperty that is material to the business of the Borrowers; 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 forty-five (3045) 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 calculations showing compliance with the financial covenants set forth in this AgreementOfficer. 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.Swap

Financial Statements and Other Reports. Each Borrower Holdings will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow sheet and income statement (including year-to-date results) covering BorrowersHoldings’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Agent; (b) together with promptly following the financial reporting package described in (a) abovereasonable request of Agent, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers Credit Parties 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 Holdings’ fiscal year, audited consolidated financial statements statements, including, without limitation, a 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, unless such reports or other filings are otherwise available on the public website of the SEC (www.SEC.gov); (e) (i) on a quarterly basis, 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 written report of 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 One Five Hundred Thousand Dollars ($100,000500,000) or more provided that Borrower shall more, (B) if adversely decided could reasonably be required expect to disclose threatened litigation that is received have a Material Adverse Effect or (C) in any manner draws into question the form validity of a “demand letter” only in its quarterly Compliance Certificates (it being understood that any of the foregoing exception shall not apply with respect to litigation for which any court filings have been made)Operative Documents; (f) prompt written notice of an event that materially and adversely affects 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 described in clause (a) abovestatements, 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 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 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 Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Financial Statements and Other Reports. Each Borrower Staffing 360 will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each 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, (b) as available, but no later than thirty (30) days after the last day of each fiscal quarter of Staffing 360, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ Staffing 360’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month fiscal quarter of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Agent; (bc) together with the financial reporting package flash reports described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers Credit Parties with respect to the payroll period(s) occurring during such month; (cd) as soon as available, but no later than ninety one hundred five (90105) days after the last day of BorrowerStaffing 360’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, 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; (de) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to BorrowerStaffing 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 any Borrower are traded and/or the SEC; (ef) a prompt written report of any legal actions pending or threatened against any Borrower Credit Party or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower Credit Party or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($100,00050,000) 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)more; (fg) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (gh) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the BorrowersCredit Parties, their business and the Collateral as Agent may from time to time reasonably request. Each Borrower 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 (ab) 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 calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers Borrower shall deliver to Agent copies of all Swap Contracts and Material Contracts. Each Borrower will, within ten (10) days 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). Borrowers 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 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, Mxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (ai) The Company will, as soon as available, but no later than thirty (30) practicable and in any event within 60 days after the last day end of each monthquarterly period (other than the last quarterly period) in each fiscal year, furnish to each Purchaser statements of consolidated net income and cash flows and a company prepared statement of changes in consolidated stockholders' equity of the Company 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, cash flow and income statement (including year-to-date results) covering Borrowers’ sheet of the Company and its Consolidated Subsidiaries’ consolidated operations during Subsidiaries as of the end of such quarterly period, 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 an authorized financial officer of the Company, subject to changes resulting from year-end 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 Commission shall be deemed to satisfy the requirements of this clause (i); (ii) it will, as soon as practicable and in any event within 100 days after the end of each fiscal year, furnish to each Purchaser statements of consolidated net income and cash flows and a statement of changes in consolidated stockholders' equity of the Company and its Subsidiaries for such year, and a consolidated balance sheet of the Company and its Subsidiaries as of the end of such year, setting forth in each case in comparative form the corresponding figures as at from the end of the corresponding month of the previous preceding fiscal year and the projected figures for such period based upon the projections required hereunderyear, all in reasonable detaildetail and examined and reported on by independent public accountants of recognized national standing selected by the Company; provided, certified by however, that delivery pursuant to clause (iii) below of a Responsible Officer and in a form acceptable copy of the Annual Report on Form 10-K of the Company for such fiscal year filed with the Commission shall be deemed to Agentsatisfy the requirements of this clause (ii); (biii) together with the financial reporting package described in (a) aboveit will, 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 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 promptly upon transmission thereof, furnish to each Purchaser copies of all such financial statements, proxy statements, notices and reports and notices made available as it shall send to Borrower’s security holders or to any holders of Subordinated Debt its stockholders and copies of all such registration statements (without exhibits), other than registration statements relating to employee benefit or dividend reinvestment plans, and all such regular and periodic reports as it shall file with the Commission; (iv) it will, promptly after such package becomes available, furnish to each Purchaser copies of all financial reporting packages prepared for management of the Company; and (v) it will promptly furnish to each Purchaser copies of any compliance certificates furnished to lenders in respect of Indebtedness of the Company and its Subsidiaries and, with reasonable promptness, furnish to each Purchaser such other financial and other filings made data of the Company and its Subsidiaries as such Purchaser may reasonably request, including, but not limited to, operating financial information for each retail store owned or operated 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 Company or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiaries. Together with each delivery of its Subsidiaries of One Hundred Thousand Dollars financial statements required by clauses ($100,000i) 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 (aii) above, the Company will deliver to each Purchaser a duly completed Compliance Certificate signed certificate of the Chief Financial Officer, Treasurer or other financial officer of the Company regarding compliance by a Responsible Officer setting forth monthly cash and cash equivalents held by Borrowers and Borrowers and their Consolidated Subsidiaries and calculations showing compliance the Company 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 quarterSection 6.2.

Financial Statements and Other Reports. Each Borrower Representative will deliver to Agent: (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 yearyear (or the required SEC filing date for Holdings’ Form 10-K, if later), 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 discretiondiscretion (it being understood that Cherry & Bekaert LLP is acceptable to Agent as of the 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 statements, reports and notices are available on SEC’s website, Borrower shall not have to separately deliver such items to Agent); (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) 250,000 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)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 Representative will, within thirty forty-five (3045) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (a) abovestatements, 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 calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers Borrower Representative shall deliver to Agent copies of all Swap Contracts and Material Contracts. Each Borrower Representative 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 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 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. Promptly upon receipt, Borrowers shall deliver to Agent any written notices of default received from (i) any Note Purchase Creditor under the Note Purchase Documents and any written request by any party thereto for any waiver, amendment or modification of any of the terms thereof, (ii) any Treximet Note Purchase Creditor under the Treximet Note Purchase Documents and any written request by any party thereto for any waiver, amendment or modification of any of the 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 any of the terms thereof, (iv) GSK with respect to the Treximet Purchase Agreement and any written request by any party thereto for any waiver, amendment or modification of any of the terms 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. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal quarter (beginning with the first full fiscal quarter ending after the Closing Date), a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 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 unqualified opinion on the financial statements from an 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 solely with respect to, or resulting solely from (i) an upcoming maturity date under this Agreement or other Permitted Debt occurring within one year from the 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 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 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 PropertyMaterial Adverse Effect; and (gf) 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 requestrequest (unless the disclosure of 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). If Accuray 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), (c) and (d) above, Accuray shall be deemed to satisfy such requirements by such filing. Each Borrower will, within thirty forty-five (3045) days after the last day of each monthfiscal quarter, deliver to Agent with the monthly quarterly 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 calculations showing compliance with the financial covenants 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 twenty (1020) 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.

Financial Statements and Other Reports. Each Borrower will deliver to Administrative Agent: (a1) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ such Borrower’s consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form reasonably acceptable to Administrative 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; (c2) as soon as available (if they become available) for the fiscal year ended September 30, but 2006, and no later than ninety (90) days after the last day of Borrower’s 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 discretiondiscretion (it being agreed that Xxxxx Xxxxxxx XxXxxx P.C. is acceptable to Administrative Agent); (d3) 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 Borrower Borrowers with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e4) 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) 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)more; (f5) prompt written notice of an event that materially and adversely affects the value of any material Intellectual PropertyProperty 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 (g) 8) 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, within thirty (30) days after in conjunction with the last day delivery of each monthset of financial statements required under clause (l) above, deliver to Agent with the monthly financial statements described in clause (a) aboveAdministrative Agent, a duly completed Compliance Certificate signed by a Responsible Officer setting which shall, inter alia, set forth monthly cash and cash equivalents held by Borrowers and Borrowers and their Consolidated Subsidiaries and 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 all Swap Contracts and Material Contractsto which any Borrower is a party. Each Borrower Representative will, within ten twenty (1020) days after the last day of each month, deliver to Administrative Agent a duly completed Borrowing Base Certificate as of the last Business Day of such month, signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall) and an inventory report, every ninety (90) days on a schedule in form and substance satisfactory to be designated by Administrative 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.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a1) as soon as available, but no later than thirty forty (3040) days after the last day of each monthquarter, a company prepared [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, 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, cash flow sheet and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ Borrower’s consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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; (c2) as soon as available, but no later than ninety in any case within one hundred twenty (90120) 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; (d3) within five (5) days of delivery or filing thereofdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or pursuant to any holders of Subordinated the Pfizer 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 SECDocuments; (e4) 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) 250,000 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)more; (f5) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (g6) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as reasonably requested by Agent may from time to time reasonably requesttime. Each Borrower will, within thirty (30) days after the last day of each monthquarter, deliver to Agent with the monthly quarterly financial statements described in clause (a) abovestatements, 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 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.

Financial Statements and Other Reports. Each Borrower will deliver to Administrative Agent: (a1) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ Borrower’s consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Administrative Agent; (b) together with provided, however, that in 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 event that Borrower becomes subject to the payroll period(sreporting requirements under the Securities Exchange Act of 1934, as amended, Borrower shall provide such financial statements within forty-five (45) occurring during such days after the last day of each fiscal quarter rather than within thirty (30) days of the last day of each month; (c2) 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; , (d3) 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 SECSEC (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 (1) above); (e4) 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 Five Hundred Thousand Dollars ($100,000500,000) 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)more; (f5) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (g6) 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, within thirty (30) days after in conjunction Credit and Security Agreement with the last day delivery of each monthset of financial statements required under clause (l) above, deliver to Agent with the monthly financial statements described in clause (a) aboveAdministrative Agent, 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 calculations showing compliance with the financial covenants set forth in this AgreementOfficer. Promptly upon their becoming available, Borrowers shall deliver to Administrative Agent copies of all Swap Contracts and Material Contractsto which any Borrower is a party. Each Borrower willPromptly upon Administrative Agent’s receipt of any of the foregoing in this Section 4.1, 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 Administrative Agent shall request, deliver a copy to Agent a schedule of Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quartereach Lender.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty days (30) days after the last day of each monthfiscal month that is not also the last month in a fiscal quarter, a company prepared consolidated balance sheet, cash flow sheet and income statement (including year-to-date results) covering Borrowers’ and its their Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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; (bc) together with the financial reporting package described in (ab) 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 monthfiscal quarter; (cd) 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; (de) 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; (ef) a prompt written (and in any event within five (5) Business Days) 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 One Hundred Thousand Million Dollars ($100,0001,000,000) 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)more; (fg) prompt (and in any event within three (3) Business Days) written notice of an event that materially and adversely affects the value ability of Borrowers to use any Intellectual PropertyProperty 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 (gh) 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, Promptly (any in any event within thirty ten (3010) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (aBusiness Days) 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 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.

Financial Statements and Other Reports. Each Borrower Holdings will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow sheet and income statement (including year-to-date results) covering BorrowersHoldings’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Agent; (b) together with promptly following the financial reporting package described in (a) abovereasonable request of Agent, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers Credit Parties 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 Holdings’ fiscal year, audited consolidated financial statements statements, including, without limitation, a 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, unless such reports or other filings are otherwise available on the public website of the SEC (wxx.XXX.xxx); (e) (i) on a quarterly basis, 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 written report of 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 One Five Hundred Thousand Dollars ($100,000500,000) or more provided that Borrower shall more, (B) if adversely decided could reasonably be required expect to disclose threatened litigation that is received have a Material Adverse Effect or (C) in the form any manner draws into Portions 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 this page were omitted, as indicated by [***], and have been made)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 materially and adversely affects 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 described in clause (a) abovestatements, 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 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 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, Standard & Poor’s Corporation, Mxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal quarter, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 one hundred and twenty (90120) 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 KPMG International or another independent certified public accounting firm acceptable to Agent in its reasonable discretionfirm; (dc) within five (5) days 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; (ed) 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 Five Hundred Thousand Dollars ($100,000500,000) 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)more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual PropertyProperty 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 (gh) promptly (and in any event within ten (10) 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. 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) abovethe, 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 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 ContractsOfficer. Each Borrower will, within ten fifteen (1015) 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.

Financial Statements and Other Reports. Each Borrower Holdings will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow sheet and income statement (including year-to-date results) covering BorrowersHoldings’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Agent; (b) together with promptly following the financial reporting package described in (a) abovereasonable request of Agent, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers Credit Parties 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 Holdings’ fiscal year, audited consolidated financial statements statements, including, without limitation, a 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, unless such reports or other filings are otherwise available on the public website of the SEC (xxx.XXX.xxx); (e) (i) on a quarterly basis, 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 written report of 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 One Five Hundred Thousand Dollars ($100,000500,000) or more provided that Borrower shall more, (B) if adversely decided could reasonably be required expect to disclose threatened litigation that is received have a Material Adverse Effect or (C) in any manner draws into question the form validity of a “demand letter” only in its quarterly Compliance Certificates (it being understood that any of the foregoing exception shall not apply with respect to litigation for which any court filings have been made)Operative Documents; (f) prompt written notice of an event that materially and adversely affects 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 described in clause (a) abovestatements, 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 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 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, Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 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) 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 Fifty Thousand Dollars ($100,00050,000) 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)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 monthly cash and cash equivalents held by Borrowers and Borrowers and their Consolidated Subsidiaries and 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 guarantees executed by the Borrower Representative in connection therewith.

Financial Statements and Other Reports. Each Borrower Representative will deliver to Agent: (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 yearyear (or the required SEC filing date for Holdings’ Form 10-K, if later), 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 discretiondiscretion (it being understood that Cherry & Bekaert LLP is acceptable to Agent as of the 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 statements, reports and notices are available on SEC’s website, Borrower shall not have to separately deliver such items to Agent); (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) 250,000 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)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 Representative will, within thirty forty-five (3045) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (a) abovestatements, 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 calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers Borrower Representative shall deliver to Agent copies of all Swap Contracts and Material Contracts. Each Borrower Representative 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 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 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. Promptly upon receipt, Borrowers shall deliver to Agent any written notices of default received from (i) any Note Purchase Creditor under the Note Purchase Documents and any written request by any party thereto for any waiver, amendment or modification of any of the terms thereof, (ii) any Treximet Note Purchase Creditor under the Treximet Note Purchase Documents and any written request by any party thereto for any waiver, amendment or modification of any of the 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 any of the terms thereof, (iv) GSK with respect to the Treximet Purchase Agreement and any written request by any party thereto for any waiver, amendment or modification of any of the terms 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. Each Borrower Holdings will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow sheet and income statement (including year-to-date results) covering BorrowersHoldings’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Agent; (b) together with promptly following the financial reporting package described in (a) abovereasonable request of Agent, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers Credit Parties 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 Holdings’ fiscal year, audited consolidated financial statements statements, including, without limitation, a 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 quarterly basis, 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 written report of 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 One Five Hundred Thousand Dollars ($100,000500,000) or more provided that Borrower shall more, (B) if adversely decided could reasonably be required expect to disclose threatened litigation that is received have a Material Adverse Effect or (C) in any manner draws into question the form validity of a “demand letter” only in its quarterly Compliance Certificates (it being understood that any of the foregoing exception shall not apply with respect to litigation for which any court filings have been made)Operative Documents; (f) prompt written notice of an event that materially and adversely affects 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 described in clause (a) abovestatements, 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 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 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, Standard & Poor’s Corporation, Mxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthof the first three calendar quarters, a company prepared consolidated and consolidating balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 sixty-five (9065) 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 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; (dc) 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; (ed) within 60 days after the start of each fiscal year, projections for the forthcoming two fiscal years, on 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 quarterly basis for the form of a “demand letter” only in its quarterly Compliance Certificates (it being understood that current year and on an annual basis for 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 Propertysubsequent year; and (ge) 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 with the monthly financial statements described in clause (a) above, a duly completed Compliance Certificate Certificate, together with such other information as required pursuant to Section 6.3, signed by a Responsible Officer setting forth monthly cash and cash equivalents held by Borrowers and Borrowers and their Consolidated Subsidiaries and 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.

Financial Statements and Other Reports. Each Borrower The Borrowers will deliver to AgentAsahi: (a1) as soon as available, but no later than thirty (30) days after the last day of each monthperiod 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 (including year-to-date results) covering the Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form reasonably acceptable to AgentAsahi; (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; (c2) as soon as available, but no later than ninety (90) days the period then allowed for fiscal annual reporting to the SEC per SEC Regulation S-K after the last day of Borrower’s the Borrowers’ fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an Ernst & Young or another independent certified public accounting firm acceptable to Agent Asahi in its reasonable discretion; (d3) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to Borrower’s the Borrowers’ security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower the Borrowers with any stock exchange on which any securities of any Borrower the Borrowers are traded and/or the SEC; and (e4) a prompt written report within five (5) days of NxStage Medical receiving approval from its Board of Directors thereof, copies of any legal actions pending Board approved budgets or threatened against operating plans for NxStage Medical. Documents required to be delivered pursuant to this Section 4.1 (to the extent any Borrower or any of its Subsidiaries that could reasonably such documents are included in materials otherwise filed with the SEC) may 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 delivered electronically and if so delivered, shall be required deemed 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); delivered on the 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 xxx.xxxxxxx.xxx (f) prompt written notice of an event that materially and adversely affects or such other website address as 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 Borrowers may provide to Asahi in writing from time to time reasonably request. Each Borrower willtime); provided, within thirty (30) days after that to the last day of each monthextent Asahi is otherwise unable to receive any such electronically delivered documents, 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 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 upon request by Agent, and at such other times as Agent shall requestAsahi, deliver paper copies of such documents to Agent Asahi until a schedule of Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarterwritten request to cease delivering paper copies is given by Asahi.

Financial Statements and Other Reports. Each Borrower will deliver to Lender Agent: (a1) as soon as available, but no later than thirty (30) days after the last day of each monthmonth (or forty-five (45) days after the last day of the last month of each Fiscal Quarter), a company prepared consolidated balance sheet, cash flow sheet and income statement (including year-to-date results) covering Borrowers’ and its Consolidated their consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently appliedapplied (except for ordinary course adjustments to such monthly financial statements which are taken in good faith, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year actuarial adjustments for self-insurance retention and the projected figures for such period based upon the projections required hereunderdisproportionate share payment adjustments), all in reasonable detail, certified by a Responsible Officer and in a form reasonably acceptable to Lender 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; (c2) as soon as available, but no later than ninety one hundred fifty (90150) days after the last day of Borrower’s fiscal yeareach 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; (d3) within five (5) days of delivery or filing thereofthereof 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 any such Borrower are traded and/or the SECUnited States Securities and Exchange Commission; (e4) a prompt written 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 One Hundred Thousand Dollars ($100,000) 500,000 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)more; (f5) prompt written notice of an event that materially and adversely affects the value of any material Intellectual Property; and (g6) 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. Each Borrower will, within thirty ; (307) days after the last day of each month, deliver to Agent concurrent with the monthly delivery of its audited consolidated financial statements described in clause (a) aboveprepared under GAAP, a duly completed Compliance Certificate signed by a Responsible Officer setting forth monthly cash reconciliation between its interim fourth quarter report and cash equivalents held by Borrowers and Borrowers and their Consolidated Subsidiaries and calculations showing compliance any adjustments thereafter in connection with the finalizing its audited consolidated financial covenants set forth in this Agreement. Promptly statements prepared under GAAP, consistently applied; (8) promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Swap 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 Material Contracts. Each Borrower willExchange 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 last day 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 books of such Person or any of its Affiliates and copies of each month, deliver to Agent a duly completed Borrowing Base Certificate signed management control letter provided by a Responsible Officer, with aged listings of accounts receivable and accounts payable such independent accountants; (by invoice date). Borrowers shall, every ninety 12) within fifteen (9015) days on after the execution thereof, a schedule to be designated 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 Agentmonth projected operating budgets, annual projections, profit and loss statements, and at cash flow reports of and for Borrowers for such upcoming Fiscal Year (including an income statement for each month and a balance sheet as of the end of the last month in each Fiscal Quarter); and (14) any additional information, documents, statements, reports and other times as Agent shall request, deliver materials that are provided to Agent a schedule of Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarteragent or the lenders under the A/R Facility.

Financial Statements and Other Reports. Each Borrower will deliver to Administrative Agent: (a1) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ Borrower’s consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Administrative 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; (c2) as soon as available, but no later than ninety one hundred fifty (90150) 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; (d3) 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; (e4) 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 Fifty Thousand Dollars ($100,00050,000) 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)more; (f5) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (g6) 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, within thirty (30) days after the last day of each month, deliver to Administrative Agent with the monthly financial statements described in clause (a) abovestatements, 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 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 all Swap Contracts and Material Contracts. Each Borrower will, within ten (10) days after the last day of each monthmonth and at such other times as requested by Administrative Agent in its reasonable credit judgment, deliver to Administrative 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.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 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 one-hundred eighty (90180) days after the last 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 going concern statement solely based on recurring losses and net capital deficiencies of the Borrower) 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 SECSEC (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 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 One Two Hundred Fifty Thousand Dollars ($100,000250,000) 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)more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual PropertyMaterial Intangible Asset; 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; provided, however, that 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, 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 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 ContractsOfficer. Each Borrower will, within ten thirty (1030) days after the last day of each monthmonth beginning after the delivery of the Initial Borrowing Base Certificate, 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.

Financial Statements and Other Reports. Each Borrower Credit Party will deliver to Agent: (a) as soon as available, but no later than thirty forty-five (3045) 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 monthof 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 (including year-to-date results) covering Borrowersthe Credit Parties’ and its their Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 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[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 BorrowerOxford 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 discretiondiscretion (it being understood that Ernst & Young LLP is acceptable to Agent); (d) within five (5) days Business Days of delivery or filing thereof, copies of all material statements, reports and notices made available to BorrowerOxford Global’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower any Credit Party with any stock exchange on which any securities of any Borrower Credit Party are traded and/or the SEC; (e) a prompt written report of any new legal actions pending or threatened against any Borrower Credit Party or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower Credit Party or any of its Subsidiaries of One Five Hundred Thousand Dollars ($100,000500,000) or more more; provided that Borrower no information shall be required to disclose threatened litigation be disclosed that is received in would risk the form forfeiture of a “demand letter” only in its quarterly Compliance Certificates (it being understood that the foregoing exception shall not apply attorney client privilege with respect to litigation for which any court filings have been made)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) prompt written notice 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 event that materially and adversely affects annual basis for the value of any Intellectual Propertysubsequent year; and (g) promptly (and in any event within 10 days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the BorrowersCredit Parties, 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. Each Borrower Credit Party will, (x) within thirty forty-five (3045) 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 monthof Oxford Global’s fiscal quarters (other than the last fiscal quarter of each fiscal year), deliver to Agent with the monthly 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 monthly cash and cash equivalents held by Borrowers and Borrowers and their Consolidated Subsidiaries and calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming availableFinancial information required to be delivered pursuant to Section 3.6 or Section 4.1 (in each case, Borrowers solely to the extent such financial information is included in materials filed with the SEC or available via the XXXXX system of the SEC) shall deliver be deemed to have been delivered to Agent copies on the date on which such information is available via the XXXXX system of all Swap Contracts and Material Contractsthe SEC. Each Borrower will, within ten fifteen (1015) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with (1) aged listings of accounts receivable and accounts payable (by invoice date) and (2) a calculation of the aggregate amount of cash and cash equivalents held by the Borrowers in their Deposit Accounts and Securities Accounts (and attaching bank statements as evidence thereof). Borrowers shall; provided that the first Borrowing Base Certificate shall not be due until November 15, 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 quarter2016.

Financial Statements and Other Reports. Each Borrower Credit Party will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each monthof the first two fiscal months of each Fiscal Quarter, a company company-prepared consolidated balance sheetsheet and related statements of operations and cash flows as of the end of and for such fiscal month, cash flow and income statement (including year-to-date results) covering Borrowers’ Parent’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAPGAAP (other than for absence of footnotes and year-end adjustments), consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to AgentOfficer; (b) together with no later than forty-five (45) days after the financial reporting package described in last day of each of the first three Fiscal Quarters of each Fiscal Year (a) aboveor any later date by which under applicable SEC rules Parent is required to file its Quarterly Report on Form 10-Q), evidence a company prepared consolidated balance sheet and related statements of payment operations, stockholders’ equity and satisfaction cash flows as of all payrollthe end of such Fiscal Quarter covering Parent’s and its Consolidated Subsidiaries’ consolidated operations during the period, withholding prepared under GAAP (other than for absence of footnotes and similar taxes due and owing year-end adjustments), consistently applied, certified by all Borrowers with respect to the payroll period(s) occurring during such montha Responsible Officer; (c) as soon as available, but no later than ninety (90) days after the last day of Borrower’s 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), audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on to the effect that such consolidated financial statements present fairly in all material respects the financial statements 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 an Credit Parties’ independent certified public accounting firm as of the 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 BorrowerParent’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower Credit Parties with any stock exchange on which any securities of any Borrower Credit Party are traded and/or the SEC; (e) within ninety (90) days after the start of each Fiscal Year, a prompt written report copy of any legal actions pending or threatened against any Borrower or any the plan and forecast (including a projected consolidated balance sheet and related operating metrics and cash adjustments) of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any Parent for each Fiscal Quarter 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)upcoming Fiscal Year; and (f) prompt written notice of an event that materially and adversely affects the value within ten (10) Business Days of any Intellectual Property; and (g) reasonable request therefor, such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the BorrowersCredit Parties, their business and the Collateral as Agent may from time to time reasonably requestrequest (unless the disclosure of 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. Each Borrower will, within thirty (30) days after the last day of each month, deliver to Agent If Parent publicly files with the monthly SEC reports on Form 10-K or Form 10-Q for the applicable periods 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 described in clause under clauses (a), (b) and (c) above, Parent shall deliver, in accordance with Section 6.6, 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 calculations showing compliance with the financial covenants set forth in this AgreementOfficer. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Swap Contracts and Material Contracts. Each Borrower Credit Parties will, within ten (10) 20 days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate Certificate, together with such 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). Borrowers shall) and a summary of Inventory by location and type with a supporting perpetual Inventory report, every ninety (90) days on a schedule to in each case, accompanied by such supporting detail and documentation as shall be designated requested 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 quarterin its reasonable discretion.

Financial Statements and Other Reports. Each (a) The 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 (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 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: (a) as soon as available, but no later than thirty available and in any event within five (305) days after the last day 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 month, a company prepared consolidated balance sheet, fiscal quarter and the related statements of income and stockholders' equity of the Borrower for such fiscal quarter and cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during flows of the period, prepared under GAAP, consistently appliedBorrower for the period from the beginning of the then current Fiscal Year to the end of such fiscal quarter, setting forth in each case in comparative form the corresponding figures from the corresponding 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 certified by the Chief Financial Officer or the Chief Executive Officer of such company that they fairly present the financial condition of the Borrower as at the dates indicated and the results of its operations and its cash flows for the periods indicated (subject to normal year-end audit adjustments), and (y) a narrative report describing the operations of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 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) 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 prepared for presentation to senior management for such fiscal quarter and for the period from the beginning of a “demand letter” only in its quarterly Compliance Certificates (it being understood then current Fiscal Year to the end of such fiscal quarter; provided that the foregoing exception shall not apply with respect to litigation for which any court filings have been made); (f) prompt written notice delivery 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 Form 10-Q filed by 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 calculations showing compliance with SEC for such fiscal quarter shall be deemed to satisfy all of the financial covenants set forth in requirements of 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 dateSECTION 5.1(B)(I)(A). 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.;

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthof the first three calendar quarters, a company prepared consolidated and consolidating balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 sixty-five (9065) 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 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; (dc) 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; (ed) within 60 days after the start of each fiscal year, projections for the forthcoming two fiscal years, on 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 quarterly basis for the form of a “demand letter” only in its quarterly Compliance Certificates (it being understood that current year and on an annual basis for 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 Propertysubsequent year; and (ge) 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 with the monthly financial statements described in clause (a) above, a duly completed Compliance Certificate Certificate, together with such other information as required pursuant to Section 6.3, signed by a Responsible Officer setting forth monthly cash and cash equivalents held by Borrowers and Borrowers and their Consolidated Subsidiaries and 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)) 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, Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. Each Borrower Credit Party will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 Borrowers’ 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 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 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 Two Hundred Fifty Thousand Dollars ($100,000250,000) 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)more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (g) within thirty (30) days after the start of each fiscal year and 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 other financial information and information, reports or statements regarding on an annual basis for the Borrowers, their business and the Collateral as Agent may from time to time reasonably requestsubsequent 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 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 calculations showing compliance with 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 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 an updated schedule of Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter.bill-and-hold arrangements. Section 4.2

Financial Statements and Other Reports. Each The Borrower Representative will deliver to Agent: (a) for each Borrower as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently appliedapplied (except unaudited financial statements shall be subject to normal year-end adjustments and the absence of footnote disclosures), setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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) for the Borrowers, as soon as available, but no later than ninety one hundred twenty (90120) days after the last day of Borrower’s 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 Borrower’s Borrowers’ security holders or to any holders of 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 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 Two Hundred Fifty Thousand Dollars ($100,000250,000) 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)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 monthly cash and cash equivalents held by Borrowers and Borrowers and their Consolidated Subsidiaries and calculations showing compliance with the financial covenants set forth in this AgreementAgreement 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 and Material Contracts. Each Borrower willUpon the reasonable request of the Agent, within the Borrowers shall denote the 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 Debtors, such quarterAccount 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. Each Borrower Parent will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each 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, (b) as available, but no later than thirty (30) days after the last day of each Fiscal Quarter of Parent, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ Parent’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month Fiscal Quarter of the previous fiscal year Fiscal Year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Agent; (bc) together with the financial reporting package flash reports described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers Credit Parties with respect to the payroll period(s) occurring during such month; (cd) as soon as available, but no later than ninety one hundred five (90105) days after the last day of BorrowerParent’s fiscal yearFiscal 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, 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; (de) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to BorrowerParent’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; (ef) a prompt written report of any legal actions pending or threatened against any Borrower Credit Party or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower Credit Party or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($100,00050,000) 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)more; (fg) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (gh) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the BorrowersCredit Parties, their business and the Collateral as Agent may from time to time reasonably request. Each Borrower 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 (ab) 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 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 Representative will, within ten (10) days 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). Borrowers 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 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, Mxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. Each Borrower will deliver to Administrative Agent: (a1) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal quarter, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ Borrower’s consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Administrative 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; (c2) 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; (d3) on a monthly basis promptly following receipt thereof from the applicable financial institutions, copies of the 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 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; (e5) 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 Fifty Thousand Dollars ($100,00050,000) 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)more; (f6) 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 (g) 8) 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, within thirty (30) days after in conjunction with the last day delivery of each monthset of financial statements required under clauses (1) and (2) above, deliver to Administrative Agent with the monthly financial statements described in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting Officer, which shall inter alia, set forth monthly cash and cash equivalents held by Borrowers and Borrowers and their Consolidated Subsidiaries and 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 quarterif any.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 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) 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) 250,000 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)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; 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 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 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.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each month, (i) a company prepared consolidated balance sheetsheetsheets, cash flow flowflows and income statement statementstatements (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, and (ii) a company prepared consolidated balance sheets, cash flows and income statements (including year-to-date results) covering the Company SPV and its Consolidated Subsidiaries’ consolidated operations during the period, in each case, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 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 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 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 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 Restricted Company SPV Subsidiaries) and 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. 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 materials filed with 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 link thereto, on Borrowers’ website on the Internet at Borrowers’ website address.

Financial Statements and Other Reports. Each Borrower will After the Closing Date, the Company agrees to send the following reports to each holder of Series A Preferred Stock: (a) so long as 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; (b) 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 Agent: 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 available, but no later than thirty (30) practicable and in any event within 45 days after the last day end of each monthfiscal quarter, the following information: consolidated statements of income, stockholders’ equity and cash flows of the 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 fiscal period and a company prepared consolidated comparison of each such item to the then current budget, and the balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ sheet of the Company and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures Subsidiaries as at the end of such fiscal period, setting forth in each case in comparative form figures for the corresponding month of periods in the previous preceding fiscal year and the projected figures for such period based upon the projections required hereunderyear, all in reasonable 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 and accompanied by a Responsible Officer written discussion of operations in summary form; 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) practicable and in any event within 90 days after the last day end of Borrower’s each fiscal year of the Company, the following information: statements of income, stockholders’ equity and cash flows of the Company and its consolidated Subsidiaries for such year, and a consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form corresponding figures from the preceding fiscal year, audited prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, and accompanied by an opinion of BDO Xxxxxxx XX, or another firm of independent public accountants of recognized national standing selected by the Company, to the effect that the consolidated financial statements have been prepared under GAAP, in accordance with generally accepted accounting principles consistently applied, together with an unqualified opinion on applied (except for changes in application in which such accountants concur and as are noted therein) and present fairly the financial condition of the Company and its consolidated Subsidiaries and that the examination of such accountants in connection with such financial statements from an independent certified public has been made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all statements, reports records and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and such 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 One Hundred Thousand Dollars ($100,000) or more provided that Borrower shall be required to disclose threatened litigation that is received auditing procedures as were considered necessary in the circumstances; and accompanied by a written discussion of operations by management in summary 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 such fiscal year, including a comparison to budget. Each Purchaser is hereby authorized to deliver a copy of any Intellectual Property; 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 (g) budgetsits books and records during regular business hours and is further authorized to request information from and to have access to, sales projectionsat the Company’s expense, operating plans and other financial the Company’s independent public accountants. The Company shall request such accountants to make available to any Purchaser such information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent such Purchaser 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 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.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal quarter, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 one hundred and twenty (90120) 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 KPMG International or another independent certified public accounting firm acceptable to Agent in its reasonable discretionfirm; (dc) within five (5) days 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; (ed) 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 Five Hundred Thousand Dollars ($100,000500,000) 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)more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual PropertyProperty 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 (gh) promptly (and in any event within ten (10) 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. 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) abovethe, 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 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.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal quarter (beginning with the first full fiscal quarter ending after the Closing Date), a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, 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 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 unqualified opinion on the financial statements from an 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 solely with respect to, or resulting solely from (i) an upcoming maturity date under this Agreement or other Permitted Debt occurring within one year from the 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 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 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 PropertyMaterial Adverse Effect; and (gf) 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 requestrequest (unless the disclosure of 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). If Accuray 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), (c) and (d) above, Accuray shall be deemed to satisfy such requirements by such filing. Each Borrower will, within thirty forty-five (3045) days after the last day of each monthfiscal quarter, deliver to Agent with the monthly quarterly 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 calculations showing compliance with the theany applicable financial covenants 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 twenty (1020) 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.

Financial Statements and Other Reports. Each Borrower 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 Agent: (aAgent 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 soon as availableto form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto, but no later than thirty (30) days after the last day of each month, a company will be prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under in accordance with GAAP, consistently appliedapplied (subject, setting forth in comparative form the corresponding figures as at 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 end consolidated financial position of the corresponding month Borrowers and their Subsidiaries as of the previous fiscal year dates thereof and the projected figures consolidated results of their operations, cash flows and changes in stockholders equity for such period based upon the projections required hereunderperiods presented (subject, all in reasonable detailthe case of unaudited quarterly financial statements, certified by a Responsible Officer to normal year-end audit adjustments). The Borrowers hereby agree that, so long as any Credit Exposure exists, the Borrowers shall send to Agent and in a form acceptable the Lenders copies of (A) any notices and other information made available or given to Agent; (b) together 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 reporting package described in data and other information not available on XXXXX (ay) aboveat all times, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(sAgent (other than any Third Party Agent during any Third Party Agent Retention Period) occurring during such month; (c) as soon as availableand the Lenders that does not contain any material nonpublic information of the Borrowers or their Subsidiaries, 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 that 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 Lender may reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of One Hundred Thousand Dollars request and ($100,000z) 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 the Third Party Agent during any court filings have been made); (f) prompt written notice of an event Third Party Agent Retention Period, 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 Third Party Agent may from time to time reasonably request. Each Borrower willwill deliver (i) during all periods (including any Non-Third Party Agent Retention Period and any Third Party Agent Retention Period), within thirty (30) days after the last day of each month, deliver to Agent on each date that Endologix files a 10-Q or 10-K with the monthly financial statements described in clause (a) aboveSEC, subject to Section 4.19, a duly completed Compliance Borrowing Base Certificate signed by a Responsible Officer setting forth monthly cash and cash equivalents held by Borrowers and Borrowers and their Consolidated Subsidiaries and calculations showing compliance with (Agent), (ii) (A) subject to Section 4.19, during any Non-Third Party Agent Retention Period, upon the financial covenants set forth in this Agreement. Promptly upon their becoming availablerequest of Agent, Borrowers shall deliver to Agent copies of all Swap Contracts and Material Contracts. Each Borrower willAgent, monthly, within ten fifteen (1015) days Business Days after the last day end of each such month, a duly completed Borrowing Base Certificate (Agent) and (B) during any Third Party Agent Retention Period, without request, to the Third Party Agent, monthly, within fifteen (15) Business Days after the end of each such month, a duly completed Borrowing Base Certificate (Third Party Agent), or (iii) upon the occurrence and continuance of an 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 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 OfficerOfficer of 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). Borrowers shall) and a summary of Inventory by location and type with a supporting perpetual Inventory report, every ninety (90) days on a schedule to in each case, accompanied by such supporting detail and documentation as shall be designated requested by the Third Party Agent, in its reasonable discretion. In the case of any Borrowing Base Certificate (Agent) delivered on the 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 Borrowing 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 at such other times as shall cause their Subsidiaries to) (y) during any Non-Third Party Agent shall requestRetention Period, notify Agent in writing, and 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 extent such prior inaccurate, incorrect, incomplete or misleading information from the Borrowing Base Certificate (Agent) was included or filed with a schedule 10-Q or 10-K, 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 request of Eligible Accounts denotingAgent or any Lender, for subject to (other than with respect to the thirty (30Third Party Agent during any Third Party Agent Retention Period) largest Account Debtors during Section 4.19, the Credit Parties and their Subsidiaries shall promptly deliver to Agent or such quarterLender, 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 other information as Agent or any Lender may from time to time reasonably request.

Financial Statements and Other Reports. Each Borrower 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 Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each 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, (b) as available, but no later than thirty (30) days after the last day of each fiscal quarter of Staffing 360, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ Staffing 360’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month fiscal quarter of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Agent; (bc) together with the financial reporting package flash reports described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers Credit Parties with respect to the payroll period(s) occurring during such month; (cd) as soon as available, but no later than ninety one hundred five (90105) days after the last day of BorrowerStaffing 360’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, 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; (de) within five (5) days of delivery or filing thereof, copies of all statements, reports and notices made available to BorrowerStaffing 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 any Borrower are traded and/or the SEC; (ef) a prompt written report of any legal actions pending or threatened against any Borrower Credit Party or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower Credit Party or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($100,00050,000) 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)more; (fg) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; and (gh) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the BorrowersCredit Parties, their business and the Collateral as Agent may from time to time reasonably request. Each Borrower 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 (ab) 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 calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers Borrower shall deliver to Agent copies of all Swap Contracts and Material Contracts. Each Borrower will, within ten (10) days 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). Borrowers 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 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.