Common use of Financial Statements, Reports, Certificates Clause in Contracts

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty (150) 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than (A) thirty (30) days after the last day of each monthmonth that is not the last month in a fiscal quarter of Borrower, or (B) forty-five (45) days after the last day of each month that is the last month in a fiscal quarter of Borrower (or, if Borrower is Stage 1 Eligible, no later than forty-five (45) days after the last day of each quarter), a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty twenty (150120) 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 reasonably of national reputation or otherwise acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (vvi) written noticeannually, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 and as may otherwise be reasonably requested by Bank, Board-approved financial projections no later than sixty (b60) days after Borrower’s fiscal year end (and any amendments thereto approved by Borrower’s Board), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vivii) budgets, sales projections, operating plans or and other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty eighty (150180) 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 reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security Portions 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, as amended. holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (vvi) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge prompt notice of an event that materially and adversely affects the value of the Intellectual Property Collateralintellectual property taken as a whole; (vii) as soon as available, but no later than forty-five (45) days after the last day of Borrower’s fiscal year, Borrower’s Board-approved projections; and (viviii) budgets, sales projections, operating plans or and other financial information reasonably requested by Bank.”

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each monthReconciliation Period, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty eighty (150180) 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock Borrower becomes publicly heldsubject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all non-ministerial statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt (in their capacity as holders of such debt) and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionSEC; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written noticeas soon as available, but no later than thirty (30) days after approval by Borrower’s Board of Directors, annual financial projections for the following fiscal year approved by Borrower’s Board of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change related business forecasts used in the composition preparation of the Intellectual Property Collateralsuch annual financial plans and projections, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) such other budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated unconsolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty the earlier to occur of ninety (15090) days after the last day of Borrower’s fiscal yearyear and the due date with the Securities and Exchange Commission, 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five ten (510) days of filing, copies of all filings made with the Securities and Exchange Commission including, without limitation, statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionK; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary (except for Shafi, Inc. and Shafi Innovation, Inc.) of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written noticeas soon as available, together but no later than ten (10) days following board approval, and contemporaneously with the monthly Compliance Certificate delivered pursuant to Section 6.2 any updates thereto, board-approved projections; (b), vi) prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vivii) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthquarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations during the period certified by a Responsible Officer on Form 10-Q as filed with the Securities and in a form acceptable to BankExchange Commission; (ii) as soon as available, but no later than one hundred fifty ninety (15090) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAPGAAP on form 10-K, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm of national reputation or otherwise reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) within five (5) days after filing, all reports on Form 10form 8-K, 10-K and 10-Q and 8-K filed with the Securities and Exchange Commission; (ivv) a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that of its Subsidiaries that, if adversely determined, could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) or morehave a material adverse effect on Borrower’s business; (vvi) written noticeas soon as available, together but no later than sixty (60) days after the last day of Borrower’s fiscal years, and contemporaneously with any updates thereto, Borrower’s board-approved projections for the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateralfiscal year; and (vivii) budgets, sales projections, operating plans or and other financial information of Borrower reasonably requested by Bank. Borrower’s 10-K, 10-Q, and 8-K reports required to be delivered pursuant to this Section 6.2(a) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website on the internet.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) 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 and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty eighty (150180) 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 for “going concern” qualifications for development stage companies) on the financial statements from an independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion; (iii) in as soon as available, but no later than forty-five (45) days after the event that last day of Borrower’s stock becomes publicly heldfiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivvi) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vivii) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.” and inserting in lieu thereof the following:

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer or Borrower’s Chief Financial Officer or Controller and in a form reasonably acceptable to BankBank together with aged listings of accounts receivable and accounts payable (by invoice date); (ii) as soon as available, but no later than one hundred fifty (150) 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 reasonably acceptable to BankBank in its reasonable discretion; (( iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (iv( v) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of One Hundred Fifty Thousand Dollars ($250,000.00150,000) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty (150) 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b6.2(b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver to BankAgent: (1i) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, a company prepared unaudited consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to BankAgent; (ii) as soon as available, but no later than one hundred fifty twenty (150120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (or, with respect to the fiscal year ended December 31, 2009, an opinion qualified only for going concern) on the financial statements from an independent certified public accounting firm reasonably acceptable to BankAgent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s Board of Directors, but no later than thirty (30) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) in the event that Borrower’s stock Borrower becomes publicly heldsubject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred its Subsidiaries of Fifty Thousand Dollars ($250,000.0050,000) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change more or could result in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collaterala Material Adverse Change; and (vi) budgets, sales projections, operating plans or and other financial information reasonably requested by BankAgent.

Financial Statements, Reports, Certificates. (a) Deliver to BankAdministrative Agent: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to BankAdministrative Agent; (ii) as soon as available, but no later than one hundred fifty eighty (150180) 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 reasonably acceptable to BankAdministrative Agent in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred its Subsidiaries of Fifty Thousand Dollars ($250,000.0050,000) or more; (vvi) written noticewithin thirty (30) days after the last day of Borrower’s fiscal year, together copies of all annual financial projections commensurate in form and substance with the monthly Compliance Certificate delivered pursuant those provided to Section 6.2 Borrower’s venture capital investors; (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vivii) budgets, sales projections, operating plans or and other financial information reasonably requested by BankAdministrative Agent; (viii) copies of all Bank Secrecy Act/Anti-Money Laundering (BSA/AML) internal and independent testing reports as requested by Administrative Agent in its reasonable discretion; and (ix) promptly, copies of any communications with the Securities and Exchange Commission which relate to the status of Consumer Loans as “securities” under federal law.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer or Borrower’s Chief Financial Officer or Controller and in a form reasonably acceptable to BankBank together with aged listings of accounts receivable and accounts payable (by invoice date); (ii) as soon as available, but no later than one hundred fifty (150) 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 reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of One Hundred Fifty Thousand Dollars ($250,000.00150,000) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver Borrower will deliver to Bank: (1i) as soon as available, but no later than thirty (30) 30 days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty 30 days after the last day of each quarter, a company prepared consolidating balance sheet covering Borrower’s operations during such period and certified by a Responsible Officer and otherwise in a form acceptable to Bank; (150iii) as soon as available, but no later than 120 days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more, or in which an adverse decision could reasonably be expected to cause a Material Adverse Change; (iv) budgets, sales projections, operating plans or other financial information Bank reasonably requests; and (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyrightProperty, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by BankProperty.

Financial Statements, Reports, Certificates. (a) Deliver to BankAgent: (1i) as soon as available, but no later than thirty practicable (30and in any event within 30 days) days after the last day end of each monthof the first two months of each quarter, unaudited interim and year-to-date financial statements as of the end of such month (prepared on a company prepared consolidated and consolidating basis, if applicable), including balance sheet and related statements of income statement covering and cash flows accompanied by a report detailing any material contingencies (including the commencement of any material litigation by or against Borrower) or any other occurrence that would reasonably be expected to have a Material Adverse Effect, all certified by Borrower’s consolidated operations during Chief Executive Officer, Chief Financial Officer or Corporate Controller to the period certified by a Responsible Officer effect that they have been prepared in accordance with GAAP, except (A) for the absence of footnotes, (B) that they are subject to normal year end or quarter end adjustments, and (C) they do not contain certain non-cash items that are customarily included in a form acceptable to Bankquarterly and annual financial statements; (ii) as soon as practicable (and in any event within 45 days) after the end of each calendar quarter, unaudited interim and year-to-date financial statements as of the end of such quarter (prepared on a consolidated and consolidating basis, if applicable), including balance sheet and related statements of income and cash flows accompanied by a report detailing any material contingencies (including the commencement of any material litigation by or against Borrower) or any other occurrence that would reasonably be expected to have a Material Adverse Effect, all certified by Borrower’s Chief Executive Officer, Chief Financial Officer or Corporate Controller to the effect that they have been prepared in accordance with GAAP, except (A) for the absence of footnotes, (B) that they are subject to normal year end adjustments, and (C) they do not contain certain non-cash items that are customarily included in quarterly and annual financial statements; (iii) as soon as available, but no later than one hundred fifty twenty (150120) 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 reasonably acceptable to BankAgent in its reasonable discretion; (iiiiv) in the event that as soon as available after approval thereof by Borrower’s stock becomes publicly heldBoard of Directors, but no later than thirty (30) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (v) within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivvi) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred its Subsidiaries of Fifty Thousand Dollars ($250,000.0050,000) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change more or could result in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collaterala Material Adverse Change; and (vivii) budgets, sales projections, operating plans or and other financial information reasonably requested by BankAgent.

Financial Statements, Reports, Certificates. (a) Deliver Borrower will deliver to Bank: (1i) as soon as available, but no later than thirty (30) 45 days after the last day of each month, a company prepared consolidated balance sheet and income statement together with a statement of cash flow covering Borrower’s consolidated operations during the period period, in a form and certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty (150) 120 days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) 5 days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (v) written noticeas soon as available but not later than 30 days prior to the end of Borrower’s fiscal year, together with Borrower’s quarterly financial projections for the monthly Compliance Certificate delivered pursuant upcoming fiscal year as presented to Section 6.2 Borrower’s Board of Directors; (b)vi) budgets, sales projections, operating plans or other financial information Bank reasonably requests; and (vii) prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyrightProperty, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown in the lP Agreement any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by BankProperty.

Financial Statements, Reports, Certificates. (a) Deliver to BankAgent: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet sheet, income statement and income cash flow statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to BankAgent; (ii) as soon as available, but no later than one hundred fifty twenty (150120) 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 reasonably acceptable to BankAgent in its reasonable discretion; (iii) in the event that as soon as available after approval thereof by Borrower’s stock becomes publicly heldBoard of Directors, but no later than thirty (30) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt and Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivvi) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred its Subsidiaries of Fifty Thousand Dollars ($250,000.0050,000) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change more or could result in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collaterala Material Adverse Change; and (vivii) budgets, sales projections, operating plans or and other financial information reasonably requested by BankAgent.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1i) as soon as available, but no later than thirty (30) 30 days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period period, in a form reasonably acceptable to Bank and certified by a Responsible Officer and in a form acceptable to BankOfficer; (ii) as soon as available, but no later than one hundred fifty (150) 120 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) 5 days of filing, copies of all statements, reports and notices filed or made available to Borrower’s security holders any government agency or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionDebt; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 150,000 or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyrightProperty, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown in the lP Agreement any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property CollateralProperty; and (vi) budgetsan annual budget approved by the Board and will provide as soon as available, but no later than 30 days after requested, sales projections, operating plans or other financial information reasonably requested by the Bank, which request, absent an Event of Default, shall not occur more than once per calendar year.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1i) as soon as available, but no later than thirty twenty-five (3025) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred and fifty (150) days after the last day of Borrower’s 's fiscal yearyear (except for Borrower's fiscal years ending December 31, 2001 and December 31, 2002, which audited consolidated financial statements shall be due July 31, 2003), 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 reasonably acceptable to Bank; (iii) in the event that the Borrower’s 's stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-10- Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written noticeas soon as available, together with but not later than forty-five (45) days after the last of Borrower's fiscal year, Board approved Operating Plan (expressed on a monthly Compliance Certificate delivered pursuant to Section 6.2 and quarterly basis); (b), vi) prompt notice of any material change in the composition of the Intellectual Property CollateralProperty, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown in the lP Agreement any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property CollateralProperty; and (vivii) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty eighty (150180) 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 LLP or another independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the internet; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (vvi) written noticeannually, together with no later than the monthly Compliance Certificate delivered pursuant to Section 6.2 earlier of (b), of any material change in A) ten (10) days after approval thereof by the composition of the Intellectual Property CollateralBoard, or (B) forty-five (45) days after the registration last day of Borrower’s fiscal year, and contemporaneously with any copyrightupdates thereto, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property CollateralBoard-approved annual financial budget; and (vivii) budgets, sales projections, operating plans or and other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty eighty (150180) 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 reasonably acceptable to Bank; (iii) in the event that the Borrower’s 's stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (v) written noticeas soon as available, together with but not later than ten (10) days after the last of Borrower's fiscal year, Board approved Operating Plan (expressed on a monthly Compliance Certificate delivered pursuant to Section 6.2 and quarterly basis); (b), vi) prompt notice of any material change in the composition of the Intellectual Property CollateralProperty, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown in the lP Agreement any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property CollateralProperty; and (vivii) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver Borrowers shall deliver the following to Bank: (1i) as soon as available, but no later than in any event within thirty (30) days after the last day end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated Borrowers’ operations during the period such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer and in a form acceptable to BankOfficer; (ii) as soon as available, but no later than one hundred fifty (150) days after in any event within 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingindicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to Borrower’s its security holders or to any holders of Subordinated Debt and all reports on Form 10-K, Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 810-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00250,000) or more; (v) written noticepromptly upon receipt, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateraleach management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; and (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably requested request from time to time; and (vii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall ------------------------------------------- deliver to Bank: (1a) as soon as available, but no later than thirty in any event within forty-five (3045) days after the last day end of each monthquarter, a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (iib) as soon as available, but no later than one hundred fifty in any event within thirty (15030) days after the last day end of each month, a company prepared consolidated revenue and expense statement covering Borrower's consolidated operations during such period, in form reasonably acceptable to Bank; (c) as soon as available, but in any event within ninety (90) days after the end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank; (iiid) in the event that Borrower’s stock becomes publicly heldpromptly upon receipt of notice thereof, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00250,000) or more; (ve) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyrightincluding, including but not limited to, any subsequent ownership right of the Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown specified in the lP Agreement any intellectual property security agreement between Borrower and Bank or knowledge of an event other than information that is publicly available and applicable generally to Borrower's business practices and industry that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.Intellectual

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each monthReconciliation Period, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one two hundred fifty seventy (150270) 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock Borrower becomes publicly heldsubject to the reporting requirements under the Exchange Act, within five (5) days Business Days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, K and 10-Q and reports on form 8-K including an earnings release filed with the Securities and Exchange CommissionSEC; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written noticeas soon as available, but no later than sixty (60) days after the last day of Borrower’s fiscal year, annual financial projections for the following fiscal year approved by Borrower’s Board of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change related business forecasts used in the composition preparation of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateralsuch annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty eighty (150180) 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 LLP or another independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the internet; (ivv) a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (vvi) written noticeas soon as available, together but no later than thirty (30) days after the last day of Borrower’s fiscal year, and contemporaneously with any updates thereto, board-approved projections and a budget for the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateralfiscal year; and (vivii) budgets, sales projections, operating plans or and other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver Borrowers will deliver to Bank: (1i) as soon as available, but no later than thirty (30) 30 days after the last day of each month, a company prepared consolidated and consolidating balance sheet sheets, income statements and income statement statements of cash flows covering Borrower’s Kanbay's consolidated operations during the period certified by a Responsible Officer and period, in a form acceptable to BankBank and certified by a Responsible Officer; (ii) as soon as available, but no later than one hundred fifty (150) 90 days after the last day end of Borrower’s Kanbay's fiscal year, audited consolidated and consolidating financial statements prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly heldwithin 5 days after any Members, within five (5) days Managers or Board of filingDirectors meeting, copies of all statementsmaterials, reports and notices made available packages submitted to Borrower’s security holders the members, managers or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commissiondirectors; (iv) a prompt report of any legal actions pending or or, to Borrower's knowledge, threatened against any Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyrightProperty, including any subsequent ownership right of any Borrower in or to any copyrightCopyright, patent Patent or trademark not shown in the lP Agreement Trademark or knowledge of an event that materially adversely affects the value of the Intellectual Property CollateralProperty; and (vi) budgets, booking/backlog reports, sales projections, operating plans or other financial information Bank reasonably requested requests; and (vii) as soon as available, but no later than 90 days after the end of Kanbay's fiscal year a company prepared balance sheet, income statement and statement of cash flows for each Foreign Borrower covering such Foreign Borrower's operations during the fiscal year, in a form reasonably acceptable to Bank and certified by Banka Responsible Officer.

Financial Statements, Reports, Certificates. (a) Deliver to BankAdministrative Agent: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to BankAdministrative Agent; (ii) as soon as available, but no later than one hundred fifty eighty (150180) 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 reasonably acceptable to BankAdministrative Agent in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred its Subsidiaries of Fifty Thousand Dollars ($250,000.0050,000) or more; (vvi) written noticewithin thirty (30) days after the last day of Borrower’s fiscal year, together copies of all annual financial projections commensurate in form and substance with the monthly Compliance Certificate delivered pursuant those provided to Section 6.2 Borrower’s venture capital investors; (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vivii) budgets, sales projections, operating plans or and other financial information reasonably requested by BankAdministrative Agent; (viii) copies of all Bank Secrecy Act/Anti-Money Laundering (BSA/AML) internal and independent testing reports as requested by Administrative Agent in its reasonable discretion; and (ix) promptly, copies of any communications with the Securities and Exchange Commission which relate to the status of Borrower Member Loans as “securities” under federal law.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1i) as soon as available, but no later than thirty twenty-five (3025) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred and fifty (150) days after the last day of Borrower’s 's fiscal yearyear (except for Borrower's fiscal years ending December 31, 2001 and December 31, 2002, which audited consolidated financial statements shall be due July 31, 2003), 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 reasonably acceptable to Bank; (iii) in the event that the Borrower’s 's stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written noticeas soon as available, together with but not later than forty-five (45) days after the last of Borrower's fiscal year, Board approved Operating Plan (expressed on a monthly Compliance Certificate delivered pursuant to Section 6.2 and quarterly basis); (b), vi) prompt notice of any material change in the composition of the Intellectual Property CollateralProperty, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown in the lP Agreement any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property CollateralProperty; and (vivii) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty eighty (150180) 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown in the lP IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank, including, without limitation, a report of Borrower’s annual financial projections approved by Borrower’s Board of Directors, delivered to Bank as soon as available, but no later than 30 days after the last day of Borrower’s fiscal year.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a Compliance Certificate signed by a Responsible Office in the Form of EXHIBIT C, together with a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty and twenty (150120) days after the last day of Borrower’s 's fiscal year, a Compliance Certificate signed by a Responsible Office in the form of EXHIBIT C, together with 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 reasonably acceptable to Bank; (iii) in the event that the Borrower’s 's stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written noticeannually, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 but not later than fifteen (b)15) days after Board Approval, of any material change in the composition of the Intellectual Property Collateralbudgets, or the registration of any copyrightsales projections and operating plans, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) 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 and income statement covering BorrowerCaliper’s consolidated (including each Borrower and any other Subsidiary of Caliper) operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty twenty (150120) days after the last day of BorrowerCaliper’s fiscal year, Caliper’s audited consolidated (including each Borrower and any other Subsidiary of Caliper) financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and (iv) within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Caliper’s or another website on the Internet; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand its Subsidiaries of One Million Dollars ($250,000.001,000,000.00) or more; (vvi) written noticeannually, together with Caliper’s consolidated (including each Borrower and any other Subsidiary of Caliper) annual operating budget, substantially as presented to the Board; (vii) as soon as available, but no later than fifteen (15) days after the last day of each month, a monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateralcash report; and (viviii) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver to Lender: (a) Deliver to Bank: (1) as soon as available, but no later than in any event within thirty (30) days after the last day end of each monthof the first two months of each fiscal quarter and within forty-five (45) days after the third month of each fiscal quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and such period, in a form and certified by an officer of Borrower reasonably acceptable to BankLender; (iib) as soon as available, but no later than one hundred fifty in any event within ninety (15090) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to BankLender; (iiic) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (ve) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyrightincluding, including but not limited to, any subsequent ownership right of the Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown specified in the lP Agreement any intellectual property security agreement between Borrower and Lender or knowledge of an event that materially adversely affects effects the value of the Intellectual Property Collateral; and (vif) such budgets, sales projections, operating plans or other financial information as Lender may reasonably requested by Bankrequest from time to time.

Financial Statements, Reports, Certificates. (a) Deliver Borrower will deliver to Bank: (1i) when Weekly Reporting or Monthly Reporting applies, as soon as available, but no later than thirty (30) 30 days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty (150) 95 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) 5 days of filingfiling (unless Weekly Reporting or Monthly Reporting applies), copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (v) written noticeas soon as available, together with but no later than 30 days after the monthly Compliance Certificate delivered pursuant to Section 6.2 last day of each year, budgets, sales and annual projections (bapproved by Borrower's Board of Directors), operating plans or other financial information Bank reasonably requests; and (vi) prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyrightProperty, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown in the lP Agreement any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by BankProperty.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1a) as soon as available, but no later than in any event within thirty (30) days after the last day end of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (iib) as soon as available, but no later than in any event within one hundred fifty twenty (150120) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (ve) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyrightincluding, including but not limited to, any subsequent ownership right of the Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown specified in the lP Agreement any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects effects the value of the Intellectual Property Collateral; and (vif) such budgets, sales projections, operating plans plans, capitalization tables or other financial information as Bank may reasonably requested by Bankrequest from time to time. Bank shall have a right from time to time hereafter to audit Borrower's Accounts. So long as no Event of Default has occurred and is continuing, said audits shall be limited to no more than two (2) in any fiscal year, and shall be at Borrower's sole expense, which expense shall not exceed $5,000 in the aggregate during any fiscal year. Upon the occurrence and during the continuance of an Event of Default, the Bank may perform more numerous audits than two per fiscal year, which audits shall be at Borrower's sole expense.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1a) as soon as available, but no later than in any event within thirty (30) days after the last day end of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period such period, certified by a Responsible Officer and in a form acceptable to BankOfficer; (iib) as soon as available, but no later than in any event within one hundred fifty twenty (150120) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingupon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt and all reports on Form 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000) or more; (ve) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyrightincluding, including but not limited to, any subsequent ownership right of the Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown specified in the lP Agreement any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects effects the value of the Intellectual Property Collateral; and (vif) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time. Within twenty (20) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by Banka Responsible Officer in substantially the form of Exhibit C hereto, together with --------- aged listings of accounts receivable and accounts payable. If no Advances have been made under the Committed Line, the requirement in the preceding sentence shall be performed within thirty (30) days after the last day of each month. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. --------- Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to BankAgent: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to BankAgent; (ii) as soon as available, but no later than one hundred fifty twenty (150120) days after the last day of Borrower’s fiscal yearyear , audited consolidated financial statements of Borrower prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to BankAgent (provided, however, Borrower may deliver its FYE 2004 financial statements to Agent on or before December 31, 2005); (iii) in the event that Borrower’s stock becomes publicly held, within five (5) Business Days after filing but no later than fifty (50) days of filingafter the relevant reporting period, Borrower shall provide to Agent copies of or electronic notice of links to all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 Board approved financial projections within thirty (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral30) days after such approval; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by BankAgent.

Financial Statements, Reports, Certificates. (a) Deliver Borrower will deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty (150) 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies all of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission; , (iviii) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 1,000,000 or more; (iv) budgets, sales projections, operating plans or other financial information Bank reasonably requests; (v) within ten (10) days after the end of each quarter written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), notice of any material change subsequent ownership right of Borrower in the composition or to any, Patent or Trademark not shown in any intellectual property security agreement between Borrower and Bank and (vi) prompt written notice of the Intellectual Property Collateral, or the registration of any copyright, including (A) any subsequent ownership right of Borrower in or to any copyright, patent or trademark Copyright not shown in any intellectual property security agreement between Borrower and Bank, (B) any other material change in the lP Agreement composition of the Intellectual Property (other than those described in clause (v) above), or (C) knowledge of an event that materially adversely affects the value of the Intellectual Property CollateralProperty. Notwithstanding the above, Borrower shall not be required to deliver item (a)(i) above to Bank for any month during which Borrower’s unrestricted cash exceeds $30,000,000. Borrower’s 10K and 10Q reports required to be delivered pursuant to Section 6.2(a)(ii) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s website on the Internet; and (vi) budgetsprovided, sales projections, operating plans or other financial information reasonably requested that Borrower shall provide paper copies to Bank of the Compliance Certificates required by BankSection 6.2(c).

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) 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 and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty ninety (15090) 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 a nationally-recognized, independent, certified public accounting firm reasonably acceptable to Bankfirm; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days Business Days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Million Dollars ($250,000.002,000,000) or more; (v) written noticeas soon as available, together with but no later than ninety (90) days after the monthly Compliance Certificate delivered pursuant to Section 6.2 end of each fiscal year, a one (b), 1) year (prepared on a quarterly basis) financial projections of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyrightBorrower on a consolidated basis, including any subsequent ownership right a balance sheet and statements of income and cash flows prepared in accordance with GAAP and showing projected operating revenues, expenses and debt service of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateralon a consolidated basis; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank. Documents required to be delivered pursuant to this Section 6.2(a) (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 Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at Borrower’s website address of xxx.xxxxxxx.xxx (or such other website address as Borrower may provide to Bank in writing from time to time); provided that: (x) to the extent Bank is otherwise unable to receive any such electronically delivered documents, Borrower shall, upon request by Bank, deliver paper copies of such documents to Bank until a written request to cease delivering paper copies is given by Bank and (y) Borrower shall notify Bank (by telecopier or electronic mail) of the posting of any such documents or provide to Bank by electronic mail electronic versions (i.e., soft copies) of such documents.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1) 6 as soon as available, but no later than thirty (30) days after the last day of each month, a company Borrower prepared consolidated balance sheet and income statement covering Borrower’s Borrowers’ consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable similar to Bankthose provided to the Bank prior to the Effective Date; (ii) 7 as soon as available, but no later than one hundred fifty forty-five (15045) days after the last day of each fiscal quarter, a Borrower prepared consolidated balance sheet and income statement covering Borrowers’ consolidated operations for such fiscal quarter certified by a Responsible Officer and in a form similar to those provided to the Bank prior to the Effective Date; 8as soon as available, but no later than ninety (90) days after the last day of each Borrower’s fiscal year, audited consolidated financial statements of Comverge prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, 9 within five (5) days of filingdelivery, copies of all statements, reports and notices made available to any Borrower’s security holders or to any holders of Subordinated Debt and (iv) in the event that any Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on such Borrower’s or another website on the Internet; (iv) 10 a prompt report of any legal actions pending or threatened against any Borrower or any Subsidiary that of its Subsidiaries which, if adversely determined, could reasonably be expected to result in damages have a material adverse effect on the business of Comverge, Enerwise or costs to Borrower PES or any Subsidiary on the business of Two Hundred Fifty Thousand Dollars ($250,000.00) or moreBorrowers as a whole; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge 11 prompt notice of an event that materially and adversely affects the value of the Intellectual Property Collateralintellectual property; and (vi) 12 budgets, sales projections, operating plans or and other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and each of its Subsidiary’s operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty (150) 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; (vi) annually, no later than thirty (30) days after Borrower’s fiscal year end, and contemporaneously with any updates thereto, board-approved projections for the then current fiscal year; and (vivii) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver Borrowers will deliver to Bank: (1i) as soon as available, but no later than thirty (30) 30 days after the last day of each month, a company prepared consolidated and consolidating balance sheet sheets and income statement statements covering Borrower’s consolidated the operations of eCollege and its Subsidiaries during the period certified by a Responsible Officer of eCollege and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty (150) 95 days after the last day of Borrower’s eCollege's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the such financial statements from an independent certified public accounting firm reasonably acceptable to BankBank and together with the related consolidating statements; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) 5 days of filing, copies of all statements, reports and notices made available to Borrower’s eCollege's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against either Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to either Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 250,000 or more; (v) written noticebudgets, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 sales projections, operating plans or other financial information Bank reasonably requests; and (b), vi) prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyrightProperty, including any subsequent ownership right of either Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown in the lP Agreement any intellectual property security agreement between either Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by BankProperty.

Financial Statements, Reports, Certificates. (a) Deliver Borrower will: (i) deliver to Bank: (1) , as soon as available, but no later than thirty (30) days after the last day of each monthmonth that is not also the last month in the fiscal quarter of Borrower, a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as availablemake available to Bank, but no later than one hundred fifty forty-five (15045) days after the last day of each of the first three fiscal quarters of Borrower's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied; (iii) make available to Bank, 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 reasonably acceptable to Bank; (iiiiv) in the event that Borrower’s stock becomes publicly held, deliver to Bank within five (5) days of filing, copies notice of filing of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and of all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (ivv) deliver to Bank, as soon as available, but no later than thirty (30) days after the last day of Borrower's fiscal year, company prepared operating budget for the fiscal year; (vi) deliver to Bank, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; and (vvii) written noticedeliver to Bank budgets, together with the monthly Compliance Certificate delivered pursuant sales projections, operating plans or other financial information Bank reasonably requests; and (viii) deliver to Section 6.2 (b), Bank prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyrightProperty, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown in the lP Agreement any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; Property. The Bank agrees that the quarterly and annual financial statements described in clauses (ii) and (viiii) budgetsabove shall be deemed to have been made available hereunder when such financial statements are available to the Bank on the Securities and Exchange Commission's Electronic Data Gathering, sales projections, operating plans Analysis and Retrieval system ("XXXXX") or other financial information reasonably requested by Bankany successor system thereto.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1a) as soon as available, but no later than thirty in any event within twenty-five (3025) days after the last day end of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period such period, certified by a Responsible Officer and in a form an officer of Borrower reasonably acceptable to Bank; (iib) as soon as available, but no later than one hundred fifty in any event within five (1505) days after of filing with the last day of Borrower’s fiscal yearSecurities and Exchange Commission, audited consolidated annual financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change more in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateralaggregate; and (vie) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time. Within twenty-five (25) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by Banka Responsible Officer in substantially the form of Exhibit C hereto. Bank shall have a right from time to time after the occurrence of an Event of Default to audit Borrower's Accounts at Borrower's expense.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to BankLenders: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form reasonably acceptable to BankLenders; (ii) as soon as available, but no later than one hundred fifty eighty (150180) 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 reasonably acceptable to BankLenders; (iii) annual financial projections approved by Borrower’s Board of Directors consistent in form and detail with those provided to Borrower’s venture capital investors as soon as available, but no later than sixty (60) days after Board approval; (iv) in the event that the Borrower’s stock becomes publicly held, within five (5) days of filing, copies of or electronic links to (in the case of electronic links being provided to Lenders, Borrower shall still be required to submit to Lenders the applicable compliance certificate in the form of Exhibit C) of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by BankLenders.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty twenty (150120) 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-8 K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown in the lP IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver Borrower will deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company Borrower prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and period, in a form acceptable to BankBank and certified by a Responsible Officer; (ii) beginning with fiscal year 2001, as soon as available, but no later than one hundred fifty twenty (150120) days after the last day end 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (viiv) budgets, sales projections, operating plans or other financial information reasonably requested Bank requests. Within thirty (30) days after the last day of each month, Borrower will deliver to Bank a Borrowing Base Certificate signed by Banka Responsible Officer in the form of EXHIBIT C, with aged listings of accounts receivable. Within thirty (30) days after the last day of each month, Borrower will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of EXHIBIT D. Bank has the right to audit Borrower's Accounts at Borrower's expense not to exceed $5,000 per audit, but the audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. (a) Deliver Borrower will deliver to Bank: (1i) as soon as available, but no later than thirty (30) 30 days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period period, in a form and certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty (150) 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (iv) budgets, sales projections, operating plans or other financial information Bank reasonably requests; and (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyrightProperty, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown in the lP Agreement any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; Property. (b) Prior to the initial Advance and at such times as Advances are outstanding, within 20 days after the last day of each month, Borrower will deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in the form of Exhibit C, with aged listings of accounts receivable. (vic) budgetsWithin 30 days after the last day of each month, sales projectionsBorrower will deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in the form of Exhibit D. (d) Bank has the right to audit Borrower’s Collateral at Borrower’s expense, operating plans or other financial information reasonably requested by Bank.but the audits will be conducted no more often than every year unless an Event of Default has occurred and is continuing. 6.3

Financial Statements, Reports, Certificates. (a) Deliver to Bank: Bank (1all of which are subject to Section 12.10): (i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty eighty (150180) 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 in respect to a going concern qualification) on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-8 K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty twenty (150120) 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 reasonably acceptable to BankBank in its reasonable discretion (Bank acknowledges that Borrower’s audited financial statements for the fiscal year ending September 30, 2006 are not available); (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, reports and notices made generally available to Borrower’s security holders or to any holders of Subordinated Debt and (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00250,000) or more; (vvi) written noticewithin thirty (30) days prior to each fiscal year, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyrighta business forecast for Borrower’s next fiscal year, including quarterly projected balance sheets, income statements and cash flow statements, (vii) promptly following any subsequent ownership right of Borrower in or to any copyrightrequest by Bank therefore, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans and other information regarding the operations, business affairs and financial condition of Borrower or other financial information any of Borrower’s Subsidiaries, or compliance with the terms of this Agreement, as reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1a) as soon as available, but no later than in any event within thirty (30) days after the last day end of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (iib) as soon as available, but no later than in any event within one hundred fifty twenty (150120) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (ve) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyrightincluding, including but not limited to, any subsequent ownership right of the Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown specified in the lP Agreement any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects effects the value of the Intellectual Property Collateral; and (vif) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time. Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank an aged listings of accounts receivable and accounts payable and, if there are any then outstanding Advances, a Borrowing Base Certificate signed by Banka Responsible Officer in substantially the form of Exhibit C hereto, together therewith. Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank monthly financial statements, and if there are any then outstanding Advances, a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto, together therewith. Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each monthReconciliation Period, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty ninety (15090) 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 reasonably acceptable to Bank; (iii) in within the event that Borrower’s stock becomes publicly held, within earlier of (A) five (5) days of filingafter filing or (B) five (5) days after the due date as required by the SEC, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionSEC; (iv) within ninety (90) days after the last day of Borrower’s fiscal year, a copy of Borrower’s report on Form 10-K filed with the SEC with respect to such fiscal year; (v) within forty-five (45) days after the last day of each of Borrower’s fiscal quarters, a copy of Borrower’s report on Form 10-Q filed with the SEC with respect to such fiscal quarter; (vi) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (vvii) written noticeat least annually, as soon as available, but no later than thirty (30) days prior to the last day of Borrower’s fiscal year, and contemporaneously with any updates or amendments thereto, annual financial projections for the following fiscal year approved by Borrower’s board of directors (or the limited liability company equivalent thereof), together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change related business forecasts used in the composition preparation of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateralsuch annual financial plans and projections; and (viviii) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1a) as soon as available, but no later than thirty in any event within twenty five (3025) days after the last day end of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period such period, certified by a Responsible Officer and in a form an officer of Borrower reasonably acceptable to Bank; (iib) as soon as available, but no later than one hundred fifty in any event within ninety (15090) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) in the event that Borrower’s stock becomes publicly heldpromptly upon receipt of notice thereof, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vid) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time. Within fifteen (15) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by Banka Responsible Officer in substantially the form of EXHIBIT C hereto, together with aged listings of accounts receivable and accounts payable. Within twenty (25) days after the last day of each month, Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of EXHIBIT D hereto. Bank shall have a right from time to time hereafter to examine the Collateral at Borrower's expense, provided that such examinations will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty and twenty (150120) 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 reasonably acceptable to BankBank in its reasonable discretion (including, without limitation, Xxxxxx & XxXxxxxxxx); (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower's or another website on the Internet; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand its Subsidiaries of one hundred thousand Dollars ($250,000.00100,000) or more; (vvi) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge prompt notice of an event that materially and adversely affects the value of the Intellectual Property Collateralintellectual property; and (vivii) within thirty (30) days after the beginning of each fiscal year of Borrower, budgets, sales projections, projections and operating plans or of Borrower for such fiscal year of Borrower; (viii) other financial information reasonably requested by Bank; and (ix) within thirty (30) days after the end of each fiscal quarter, copies of invoices representing at least ten percent (10%) of Borrower's Export-Related Accounts Receivable (as defined in the Exim Borrower Agreement (as defined in the Exim Agreement)) as shown on Borrower's aged listing of accounts receivable for such fiscal quarter and copies of purchase orders representing at least ten percent (10%) of Borrower's Export-Related Inventory (as defined in the Exim Borrower Agreement) as shown on Borrower's inventory report for such fiscal quarter.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared draft consolidated balance sheet and draft income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and in a form reasonably acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty forty-five (15045) days after the last day of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the period certified by a Responsible Officer and in a form reasonably acceptable to Bank (iii) 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 of Borrower prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iiiiv) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, Borrower shall provide Bank copies of or electronic notice of links to all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each monthmonth in which Obligations are outstanding in which any Advance has been requested (or, if no such Obligations are outstanding or Advances requested, within forty-five (45) days of the end of the current fiscal quarter), a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated Borrower and each of its Subsidiary's operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty (150) 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; provided that Borrower shall be required to deliver to Bank a 10-Q at least once per quarter and a 10-K at least once per year; (iviii) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00150,000.00) or more; (viv) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; (v) as soon as available, but no later than forty-five (45) days following Borrower's fiscal year end, and contemporaneously with any updates thereto, board-approved financial projections for the then-current fiscal year; and (vi) budgets, sales projections, operating plans or and other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1a) as soon as available, but no later than thirty (30) days in any event within 20 Business Days after the last day end of each calendar month, a company company-prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and such period, in a form acceptable to BankBank and certified by a Responsible Officer; (iib) as soon as available, but no later than one hundred fifty (150) in any event within 90 days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) in the event that Borrower’s stock becomes publicly heldpromptly upon receipt of notice thereof, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 250,000 or more; (vd) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested request from time to time; and (e) within 30 days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower's Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. (a) Deliver to BankLender: (1i) as soon as available, but no later than thirty (30) days after the last day of each monthquarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to BankLender; (ii) as soon as available, but no later than one hundred fifty twenty (150120) 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 reasonably acceptable to BankLender in its reasonable discretion; (iii) in as soon as available, but no later than ten (10) days after the event that last day of Borrower’s stock becomes publicly heldfiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt and Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivvi) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vivii) budgets, sales projections, operating plans or other financial information reasonably requested by BankLender.

Financial Statements, Reports, Certificates. (a) Deliver Borrowers shall deliver the following to Bank: (1i) as soon as available, but no later than in any event within thirty (30) days after the last day end of each calendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated Borrowers’ operations during the period such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer and in a form acceptable to BankOfficer; (ii) as soon as available, but no later than one hundred fifty (150) days after in any event within 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingindicated time frame, copies of all statements, reports and notices sent or made available generally by Borrowers to Borrower’s its security holders or to any holders of Subordinated Debt and all reports on Form 10-K, Forms 10-Q (within forty-five (45) days of the end of each fiscal quarter) and 810-K (within ninety (90) days of the end of each fiscal year) filed with the Securities and Exchange Commission; (iv) no later than seventy five (75) days after the Closing Date, unqualified audited financial statements of Uptilt Inc. for its 2004 fiscal year with no changes from the draft financial statements previously provided to Bank which could reasonably be expected to have a prompt Material Adverse Effect; (v) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00250,000) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) promptly upon receipt, each management letter prepared by a Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vii) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as Bank may reasonably requested request from time to time; and (viii) within forty five (45) days of the last day of each fiscal quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in a Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. (a) Deliver to BankAgent: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations during the period certified by a Responsible Officer and in a form acceptable to BankAgent; (ii) as soon as available, but no later than one hundred fifty (150) 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 reasonably acceptable to BankAgent in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, financial statements and reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower’s or another website on the internet; (v) contemporaneously with the submission of such filings or the delivery of such reports, copies of all filings submitted to regulators including, without limitation, the monthly reports delivered to the Commodity Futures Trading Commission; (ivvi) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred its Subsidiaries of Fifty Thousand Dollars ($250,000.0050,000) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vivii) budgets, sales projections, operating plans or and other financial information reasonably requested by BankAgent.

Financial Statements, Reports, Certificates. (a) Deliver to BankAgent: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to BankAgent; (ii) as soon as available, but no later than one hundred fifty twenty (150120) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified (other than a “going concern” qualification) opinion on the financial statements from an Borrower’s independent certified public accounting firm reasonably acceptable to BankAgent in its reasonable discretion; (iii) in the event that as soon as available after approval thereof by Borrower’s stock becomes publicly heldBoard of Directors, but no later than sixty (60) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt and Debt; (v) within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivvi) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change more or could result in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collaterala Material Adverse Change; and (vivii) budgets, sales projections, operating plans or and other financial information as reasonably requested in writing by BankAgent.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and sheet, income statement and a statement of cash flow covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty eighty (150180) 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 reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the internet; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (v) written noticeas soon as possible, together but no later than ten (10) days after board-approval, and within thirty (30) days after the last day of each fiscal year, and contemporaneously with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b)any updates thereto, of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateralboard-approved projections; and (vi) budgets, sales projections, operating plans or and other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver Borrower will deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each monthmonth until the Covenant Compliance Date, a company Borrower prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and period, in a form acceptable to BankBank and certified by a Responsible Officer; (ii) as soon as available, but no later than one hundred fifty forty five (15045) days after the last day of each calendar quarter, the Borrower’s 's 10-Q for such period; (iii) as soon as available, but no later than ninety (90) days after the end of Borrower's fiscal year, Borrower's 10-K and 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 reasonably acceptable to Bank; (iiiiv) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (vvi) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyrightProperty, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown in the lP Agreement any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.the

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty twenty (150120) 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, . copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown in the lP IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty (150) 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 reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivv) a prompt report of any legal actions pending or or, to Borrower’s knowledge, threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (vvi) written noticeas soon as available and no later than forty-five (45) days after approval by Borrower’s Board of Directors, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), Borrower’s Financial projections for current fiscal year as approved by Borrower’s Board of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property CollateralDirectors; and (vivii) budgets, sales projections, operating plans or and other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver to BankAgent: (1i) 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 sheet, income statement and income cash flow statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to BankAgent; (ii) as soon as available, but no later than one hundred fifty twenty (150120) 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 reasonably acceptable to BankAgent in its reasonable discretion; (iii) in the event that as soon as available after approval thereof by Borrower’s stock becomes publicly heldBoard of Directors, but no later than thirty (30) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Act (Ontario), as amended, the Securities Exchange Act of 1934, as amended, or any other securities legislation, within five (5) days of filing, all material reports and all reports filings (including, but not limited to, on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission) or a link thereto on Borrower’s or another website on the Internet; (ivvi) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred its Subsidiaries of Fifty Thousand Dollars ($250,000.0050,000) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change more or could result in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collaterala Material Adverse Change; and (vivii) budgets, sales projections, operating plans or and other financial information reasonably requested by BankAgent; provided that, notwithstanding the foregoing, until September 30, 2012, Borrower shall be permitted to deliver the financial statements described in subpart (i) above as of the last day of each quarter so long as Borrower delivers company prepared consolidated statements of total revenue and consolidated cash balance for each month within forty-five (45) days after the last day of each month, beginning with the month ending April 30, 2012.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1a) as soon as available, but no later than in any event within thirty (30) days after the last day end of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and such period, in a form and certified by an Officer of Borrower reasonably acceptable to Bank; (iib) as soon as available, but no later than one hundred fifty in any event within ninety (15090) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (ve) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyrightincluding, including but not limited to, any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown specified in the lP Agreement any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vif) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested by Bankrequest from time to time.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month (or, if no Advance is outstanding as of the last day of such month, within forty-five (45) days of the end of each fiscal quarter), a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty (150) 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iii) within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission (or other regulatory body) or a link thereto on Borrower’s or another website on the internet, including, without limitation, all reports on a Form 10-Q on a quarterly basis and on a Form 10-K on an annual basis; (iv) a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (v) written noticeas soon as available, together but no later than forty-five (45) days after the last day of Borrower’s fiscal year, and in connection with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b)any amendments, Borrower’s financial projections for such fiscal year as approved by Borrower’s board of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateraldirectors; and (vi) budgets, sales projections, operating plans or and other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1i) as soon as available, but no later than thirty than:(A) twenty five (3025) days after the last day of the first two months of each monthfiscal quarter, and (B) forty five (45) days after the last day of the third month of each fiscal quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than forty five (45) days after the last day of each fiscal quarter, a company prepared consolidating balance sheet and income statement covering Borrower's, and all of Borrower's Subsidiaries', consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (iii) as soon as available, but no later than one hundred fifty twenty (150120) 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 reasonably acceptable to Bank; (iiiiv) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated 's and each of its Subsidiary's operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty eighty (150180) 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 reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and Debt, (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower's or another website on the Internet; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge prompt notice of an event that materially and adversely affects the value of the Intellectual Property Collateralintellectual property; and (vi) as soon as available but in any case no later than forty-five (45) days after the end of each calendar year, financial projections for the following year approved by Borrower's Board of Directors and (vii) such other budgets, sales projections, operating plans or and other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Agent by email to the address specified pursuant to Section 11, and Agent and Lenders shall be entitled to rely on the information contained therein: (a) Deliver to Bank: (1) as soon as available, but no later than in any event within thirty (30) days after the last day end of each calendar month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during financial statements including a cash flow statement, income statement and balance sheet for the period certified reported, and certificated by a Responsible Officer and Officer(s) in a the form acceptable to Bankattached hereto as Exhibit C-1; (iib) as soon as availableand when filed with the SEC, but a copy of Borrower’s 10-Q (or, if no later than one hundred fifty longer required to be filed with the SEC, within forty-five (15045) days after the last day end of each calendar quarter, Borrower’s consolidated financial statements including a cash flow statement, income statement and balance sheet for the period reported); (c) as and when filed with the SEC, a copy of Borrower’s 10-K (or, if no longer required to be filed with the SEC, within one hundred twenty (120) days after the end of Borrower’s fiscal year, audited consolidated financial statements prepared under of Borrower in accordance with GAAP, consistently applied), in each case together with an unqualified opinion on the financial statements from an Xxxxxx LLP or another independent certified public accounting firm reasonably acceptable to Bankfirm; (iiid) as soon as available, but in any event within thirty (30) days after the event that end of Borrower’s stock becomes fiscal year, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a quarterly format, as approved by the Board (the “Approved Budget”); (e) limited on line viewing access of Borrower’s and Subsidiary’s bank or brokerage statements with respect to those Deposit Accounts or Securities Accounts with Xxxxxxx Sachs, which are (x) subject to a Control Agreement and (y) represent an aggregate of at least 70% of all funds held in Deposit Accounts or Securities Accounts subject to a Control Agreement; (f) promptly after the same become publicly heldavailable, copies of all periodic and other reports, proxy statements and prospectuses filed by the Borrower with the SEC and (g) within five (5) days following the release of filing, copies of all statements, reports and notices made available to the Borrower’s security holders or to any holders of Subordinated Debt and all reports quarterly earnings on Form 108-K, 10a copy of all materials that Borrower provides to its Board in connection with its regularly quarterly meeting of the Board, provided, however, that any materials protected from discovery by the attorney-Q client privilege or the attorney work product privilege, any materials necessary or advisable in the good faith determination of the Board to avoid a conflict of interest between Borrower, on the one hand, and 8Agent and Lenders, on the other hand, any trade secrets or any other information whose disclosure would in the Borrower’s reasonable judgment cause any violation of any applicable Securities Laws or constitute material non-K filed with the Securities public information may be excluded and Exchange Commission; (ivg) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary or fines, penalties or other sanctions by any Governmental Agency exceeding $250,000 (exclusive of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (v) written notice, together with claims from Governmental Authorities in the monthly Compliance Certificate delivered pursuant ordinary course of the provision of Borrower’s and its Subsidiaries’ services to Section 6.2 (bCustomers), or claims for injunctive or equitable relief or notices from any Governmental Authority threatening to cease any Loan Party’s business operations. Borrower shall provide Agent with a copy of any material change Board approved changes to any Approved Budget within five (5) Business Days of such approval. Further, during any monthly or periodic phone calls that may occur amongst Borrower and Agent, Borrower shall reasonably endeavor to provide Agent with reasonable information regarding any planned or pending Reseller Acquisitions that are scheduled to occur in the composition immediately following thirty (30) day period regardless of the Intellectual Property Collateral, or the registration proposed acquisition cost of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Banksuch Reseller Acquisition.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each monthmonth during which Obligations (including undrawn Letters of Credit, Cash Management Services and the FX Reserve) were outstanding or Credit Extensions were requested, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s 's consolidated and consolidating operations (excluding the operations of Switchboard) during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) in the event that no Obligations were outstanding or Credit Extensions requested during any fiscal quarter, on a quarterly basis no later than forty-five (45) days after the last day of each such quarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower's consolidated and consolidating operations (excluding the operations of Switchboard) during the period certified by a Responsible Officer and in a form acceptable to Bank; (iii) as soon as available, but no later than one hundred fifty twenty (150120) days after the last day of Borrower’s 's fiscal year, audited audited, consolidated and consolidating financial statements (including the operations of Switchboard) prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; (iiiiv) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, except those available electronically on XXXXX; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary Guarantor that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary Guarantor of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank. Notwithstanding the foregoing, the Borrower shall not be required to submit the monthly financial statement described in clause (i) in the preceding sentence for any month in which: (A) no Advances were outstanding or requested under the Committed Revolving Line, and (ii) Obligations outstanding under the Letter of Credit sublimit (as described in Section 2.1.2), the Foreign Exchange sublimit (as described in Section 2.1.3) and the Cash Management Services sublimit (as described in Section 2.1.4) were not at any time during such month greater than Five Million Dollars ($5,000,000.00) in the aggregate.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthquarter (other than the last quarter of each fiscal year), a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty twenty (150120) 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 reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission or a link thereto on Borrower's or another website on the internet (provided, for clarity, to the extent that any such filing is available on the publicly accessible website for the Securities and Exchange Commission, nothing additional needs to be provided); (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred its Subsidiaries of Fifty Thousand Dollars ($250,000.0050,000.00) or more; (vvi) written noticeBoard projections, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b)annually and as updated, of promptly following Board approval, but in any material change in the composition event no later than January 31 of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateralsubject year; and (vivii) budgets, sales projections, operating plans or and other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1i) as soon as available, but no later than thirty (30) days 30days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty twenty (150120) 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property CollateralProperty, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown in the lP Agreement any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property CollateralProperty; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank. In the event the Guarantor Loan Arrangements are terminated for any reason, or in the case of Edison bridge financing for capital calls is not entered into by February 15, 2004, such Guarantor shall deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each month, management prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank, and (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower's fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank.

Financial Statements, Reports, Certificates. (a) Deliver to BankAgent: (1i) 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 sheet, income statement and income cash flow statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to BankAgent; (ii) as soon as available, but no later than one hundred fifty twenty (150120) 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 reasonably acceptable to BankAgent in its reasonable discretion; (iii) in the event that as soon as available after approval thereof by Borrower’s stock becomes publicly heldBoard of Directors, but no later than forty (40) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt and Debt; (v) all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission, 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 delivery of such reports); (ivvi) (A) a prompt report or (B) a link giving Bank access to an SEC filing, contemporaneously with such filing, providing a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change more or could result in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collaterala Material Adverse Change; and (vivii) budgets, sales projections, operating plans or and other financial information reasonably requested by BankAgent.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1a) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (iib) as soon as available, but no later than one hundred fifty (150) in any event within 120 days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission and at the request of Bank, all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt; (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (ve) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyrightincluding, including but not limited to, any subsequent ownership right of the Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown specified in the lP Agreement any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects effects the value of the Intellectual Property Collateral; and (vif) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time. Borrower shall deliver to Bank with each of the monthly financial statements a Compliance Certificate signed by Bank.a Responsible Officer in

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated consolidating balance sheet and income statement covering BorrowerBorrower and each of its Subsidiary’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty eighty (150180) 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property CollateralProperty, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown previously disclosed to Bank in the lP Agreement writing or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by BankBank (including, without limitation, within forty-five (45) days prior to the end of each fiscal year of Borrower, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (B) annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections).

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each monthquarter (or forty (40) days after the last day of fiscal quarter two), a company prepared consolidated and consolidating balance sheet and income statement covering BorrowerBorrower and each of its Subsidiary’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) within five (5) days of being publicly available, but in no event later than fifty-five (55) days after the last day of Borrower’s fiscal year, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower and each of its Subsidiary’s operations during such year certified by a Responsible Officer and in a form acceptable to Bank; (iii) as soon as available, but no later than one hundred fifty eighty (150180) 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 reasonably acceptable to Bank; (iiiiv) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionSEC; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (vvi) written noticeas soon as available, but no later than thirty (30) days after approval by Borrower’s Board of Directors, annual financial projections for the following fiscal year approved by Borrower’s Board of Directors and commensurate in form and substance with those provided to Borrower’s Board of Directors, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change related business forecasts used in the composition preparation of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateralsuch annual financial plans and projections; and (vivii) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering BorrowerBorrowers’ and each of its Subsidiary’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty ninety (15090) 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 reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s Borrowers’ security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that any Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrowers’ or another website on the Internet; (ivv) a prompt report of any legal actions pending or threatened against any Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any Subsidiary of Two Hundred Fifty its Subsidiaries of Twenty-Five Thousand Dollars ($250,000.0025,000) or more; (vvi) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge prompt notice of an event that materially and adversely affects the value of the Intellectual Property Collateralintellectual property; (vii) a prompt report of any complaints filed with the Texas Workforce Commission (“TWC”) against any Borrower in the aggregate of $25,000 or more; and (viviii) budgets, sales projections, operating plans or and other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1a) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each calendar month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and such period, in a form acceptable to BankBank and certified by a Responsible Officer; (iib) as soon as available, but no later than one hundred fifty (150) in any event within 90 days after the last day end of Borrower’s fiscal yearyear commencing December 31, 2001, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion or otherwise consented to in writing by Bank on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingif applicable, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (ve) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably requested request from time to time, including the minutes from Borrower’s board of directors; and (f) within 30 days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each monthmonth through September 2008, a company prepared consolidated and consolidating condensed balance sheet showing current assets, current liabilities, and non-current liabilities for the purpose of calculating the quick ratio (with a footnote that adjustments to certain assets and liabilities have not been updated from the prior quarter-end), and summary income statement reflecting revenues, cost of goods sold, and operating expenses (with a footnote that adjusting entries have not been completed as of the prior quarter-end; (ii) as soon as available, but no later than (a) forty five (45) days after the quarters ended March 31, 2008, June 30, 2008 and September 30, 2008 and (b) thirty (30) days after the last day of each month beginning October 2008, a company prepared consolidated and consolidating financial statements prepared in accordance with GAAP (including P&L, balance sheet and income statement of cash flow) covering Borrowereach Borrower and each of its Subsidiary’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (iiiii) as soon as available, but no later than one hundred fifty eighty (150180) days after the last day of each 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 reasonably acceptable to Bank; (iii) in the event that a Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to a Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against any Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; and (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank, including annual financial projections approved by Borrower’s chief executive officer to be delivered no later than thirty (30) days after the end of Borrower’s fiscal year (with any interim revisions approved by Borrower’s chief executive officer to be delivered to Bank within fifteen (15) days of such approval).

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1a) as soon as available, but no later than thirty in any event within forty-five (3045) days after the last day end of each monthfiscal quarter, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (iib) as soon as available, but no later than one hundred fifty in any event within ninety (15090) days after the last day end of Borrower’s 's fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (ve) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property CollateralProperty, or the registration of any copyrightincluding, including but not limited to, any subsequent ownership right of the Borrower or any Subsidiary in or to any copyrightCopyright, patent Patent or trademark Trademark not shown specified in the lP Agreement any intellectual property security agreement between Borrower or any Subsidiary and Bank or knowledge of an event that materially adversely affects effects the value of the Intellectual Property CollateralProperty; and (vif) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time. Within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by Banka Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable. Within forty-five (45) days after the last day of each quarter, Borrower shall deliver to Bank with the quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Within ninety (90) days after the last day of each fiscal year, Borrower shall deliver to Bank with the annual financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty eighty (150180) days after the last day of Borrower’s fiscal yearyear (commencing with Borrower’s fiscal year 2004), 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 reasonably acceptable to Bank; (iii) within thirty (30) days of filing, Borrower’s tax returns for 2003; (iv) in the event that the Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or of any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (vvi) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property CollateralProperty, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown in the lP Agreement any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property CollateralProperty; and (vivii) budgets, sales projections, operating plans or other financial information reasonably requested by BankBank in writing.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty twenty (150120) 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown in the lP IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to ------------------------------------------- Bank: (1a) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each monthmonth during which any Advances are outstanding, a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (iib) as soon as available, but no later than one hundred fifty (150) in any event within 45 days after the last day end of each fiscal quarter, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (c) as soon as available, but in any event within 90 days after the end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank; (iiid) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (ive) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (vf) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyrightincluding, including but not limited to, any subsequent ownership right of the Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown specified in the lP Agreement any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects effects the value of the Intellectual Property Collateral; and (vig) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time. Within 20 days after the last day of each month during any period that Advances are outstanding, Borrower shall deliver to Bank a Borrowing Base Certificate signed by Banka Responsible Officer in substantially the form of Exhibit ------- C hereto, together with aged listings of accounts receivable and accounts - payable. With each of the financial statements required to be delivered pursuant to Section 6.3 (a), (b), and (c), Borrower shall also deliver to Bank a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto. --------- Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every 12 months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall ------------------------------------------- deliver to Bank: (1a) as soon as available, but no later than in any event within thirty (30) days after the last day end of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (iib) as soon as available, but no later than one hundred fifty in any event within ninety (15090) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to Bank; (iiic) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (ve) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property CollateralProperty, or the registration of any copyrightincluding, including but not limited to, any subsequent ownership right of the Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown specified in the lP Agreement any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects effects the value of the Intellectual Property CollateralProperty; and (vif) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time. Within twenty (20) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by Banka Responsible Officer in substantially the form of Exhibit C hereto (a "Borrowing Base --------- Certificate"), together with aged listings of accounts receivable.

Financial Statements, Reports, Certificates. (a) Deliver to Bankeach Lender: (1i) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthquarter (other than the fiscal quarter ending December 31), a company prepared consolidated balance sheet and income statement covering Borrower’s Borrowers’ consolidated operations during the period certified by a Responsible Officer and in a form acceptable to BankLenders; (ii) as soon as available, but no later than one hundred fifty ninety (15090) 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 a nationally-recognized, independent, certified public accounting firm reasonably acceptable to Bankfirm; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days Business Days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened in writing against any Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Three Million Dollars ($250,000.003,000,000) or more; (v) written noticeas soon as available, together with but no later than ninety (90) days after the monthly Compliance Certificate delivered pursuant to Section 6.2 end of each fiscal year, a one (b), 1) year (prepared on a quarterly basis) financial projections of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyrightBorrowers on a consolidated basis, including any subsequent ownership right a balance sheet and statements of Borrower income and cash flows prepared in or to any copyrightaccordance with GAAP and showing projected operating revenues, patent or trademark not shown in the lP Agreement or knowledge expenses and debt service of an event that materially adversely affects the value of the Intellectual Property CollateralBorrowers on a consolidated basis; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bankany Lender. Documents required to be delivered pursuant to this Section 6.2(a) (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 provides a link thereto on the Borrowers’ website on the Internet at Borrowers’ website address of xxx.xxxxxxx.xxx (or such other website address as Borrowers may provide to Agent in writing from time to time); provided that: (x) to the extent Agent is otherwise unable to receive any such electronically delivered documents, Borrowers shall, upon request by Agent, deliver paper copies of such documents to Agent, in number sufficient for each Lender, until a written request to cease delivering paper copies is given by Agent and (y) Borrowers shall notify Agent (by telecopier or electronic mail) of the posting of any such documents or provide to Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty eighty (150180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion Opinion on the financial statements from an Ernst & Young or another independent certified public accounting firm reasonably acceptable to Bankof national standing; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, . Borrower will provide to Bank copies of or electronic notice of links to all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property CollateralProperty, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown in the lP IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty twenty (150120) 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP IP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property CollateralCollateral;(vi) Board-approved financial projections no later than forty-five (45) days after Borrower’s fiscal year end, and immediately with respect to any amendments or updates thereto; and (vivii) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty (150) 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed after filing with the Securities and Exchange Commission, Borrower’s 10K, 10Q, and 8K reports (provided however, in no event shall audited annual financial statement be delivered no later than 150 days of fiscal year end); (ii) a Compliance Certificate together with delivery of the 10K and 10Q reports setting forth calculations showing compliance with the financial covenants set forth herein; (iii) no later than January 31st after the end of each fiscal year, annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information Bank reasonably requested requests; and (vi) within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of Borrower or any of its Subsidiaries. Borrower’s 10K, 10Q, and 8K reports required to be delivered pursuant to Section 6.2(a)(i) shall be deemed to have been delivered on the date on which Borrower posts such report or provides a link thereto on Borrower’s or another website on the Internet; provided, that Borrower shall provide paper copies to Bank of the Compliance Certificates required by BankSection 6.2(a)(ii).

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to BankAgent: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to BankAgent; (ii) as soon as available, but no later than one hundred fifty eighty (150180) 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 reasonably acceptable to Bankof national standing; (iii) in the event that the Borrower’s stock becomes publicly held, within five (5) days of filing, Borrower will provide to Agent copies of or electronic notice of links to all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property CollateralProperty, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown in the lP Agreement any intellectual property security agreement between Borrower and Lenders or knowledge of an event that materially adversely affects the value of the Intellectual Property CollateralProperty; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by BankAgent.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty eighty (150180) 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 reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred its Subsidiaries of Fifty Thousand Dollars ($250,000.0050,000) or more; (vvi) written noticewithin thirty (30) days after the last day of Borrower’s fiscal year, together copies of all annual financial projections commensurate in form and substance with the monthly Compliance Certificate delivered pursuant those provided to Section 6.2 Borrower’s venture capital investors; (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vivii) budgets, sales projections, operating plans or and other financial information reasonably requested by Bank; (viii) copies of all Bank Secrecy Act/Anti-Money Laundering (BSA/AML) internal and independent testing reports as requested by Bank in its reasonable discretion; and (ix) promptly, copies of any communications with the Securities and Exchange Commission which relate to the status of Borrower Member Loans as “securities” under federal law.

Financial Statements, Reports, Certificates. (a) Deliver Borrower will deliver to Bank: (1i) as soon as available, but no later than thirty (30) 30 days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank, in Bank’s good faith business judgment; (ii) (x) as soon as available, but not later than 5 days following the filling with the Securities and Exchange Commission of Borrower’s Quarterly Report on form 10-Q, a copy of Borrower’s form 10-Q; (y) as soon as available, but no later than one hundred fifty (150) 5 days after following the last day filling with the Securities and Exchange Commission of Borrower’s fiscal yearAnnual Report on form 10-K, Borrower’s form 10-K including 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 250,000 or more, or in which an adverse decision could reasonably be expected to cause a Material Adverse Change; (iv) budgets, sales projections, operating plans or other financial information Bank reasonably requests, and without limitation of the foregoing, Borrower shall provide to Bank, no later than the beginning of each fiscal year of the Borrower, a Board of Directors-approved budget for the Borrower for such fiscal year; and (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyrightProperty, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by BankProperty.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty twenty (150120) 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 reasonably acceptable to BankBank in its reasonable discretion; provided however, that the Borrower’s audited consolidated financial statements for fiscal year 2007 shall be provided to Bank as soon as available, but no later than July 1, 2009; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge prompt notice of an event that materially and adversely affects the value of the Intellectual Property Collateralintellectual property; and (vi) budgets, sales projections, operating plans or and other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver Each Credit Party shall deliver to BankAgent and each Lender: (1i) as soon as available, but no later than (x) forty-five (45) days after the last day of each of March, June, September and December, and (y) thirty (30) days after the last day of each other month, a company prepared consolidated (and upon Agent’s reasonable request, consolidating) balance sheet, income statement and cash flow statement covering such Credit Party’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Agent and each Lender; (ii) as soon as available, but no later than ninety (90) days after the last day of a Credit Party’s fiscal year, audited consolidated (and upon Agent’s reasonable request, consolidating) financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a going concern qualification based solely on Borrower having negative profits or a determination that Borrower has less than twelve months liquidity) on the financial statements from an independent certified public accounting firm acceptable to Agent and each Lender in its reasonable discretion which is [***] as of the Closing Date; (iii) as soon as available after approval thereof by such Credit Party’s governing board, but no later than sixty (60) days after the last day of such Credit Party’s fiscal year, and as amended and/or updated, such Credit Party’s financial projections for the current fiscal year; (iv) within five (5) days of delivery, copies of all statements, reports and notices made available to all of such Credit Party’s security holders or to any holders of Subordinated Debt; (v) in the event that such Credit Party is or becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8‑K filed with the Securities and Exchange Commission (“SEC”) or a link thereto on such Credit Party’s or another website on the Internet; (vi) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during copies of the period certified month-end account statements for each Collateral Account maintained by a Responsible Officer Credit Party and each deposit account and securities account maintained by a Restricted Foreign Subsidiary, which statements may be provided to Agent and each Lender by Borrower or directly from the applicable institution(s); (vii) promptly (and in a form acceptable to Bank; any event within ten (ii) as soon as available, but no later than one hundred fifty (150) 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (510) days of filing, copies of all statements, reports and notices made any request therefor) such readily available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) board reviewed budgets, sales projections, operating plans or other plans, financial information and other information, reports or statements regarding the Credit Parties or their respective businesses, contractors and subcontractors reasonably requested by BankAgent or any Lender; and (viii) within ten (10) days after any Credit Party becomes aware of any claim or adjustment proposed for any prior tax years of any Credit Party or any of their Subsidiaries which could result in additional Taxes becoming due and payable by such Credit Party or Subsidiary, notice of such claim or adjustment. Notwithstanding anything to the contrary herein, documents required to be delivered pursuant to Section 6.2(a)(i) or (ii) (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 Borrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address.

Financial Statements, Reports, Certificates. Borrower shall deliver to Servicing Agent: (a) Deliver to Bank: (1) as soon as available, but no later than in any event within thirty (30) days after the last day end of each month, agings of accounts receivable and accounts payable, in a company prepared consolidated balance sheet form reasonably acceptable to Servicing Agent and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to BankOfficer; (iib) as soon as available, but no later than one hundred fifty within fifteen (150) 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock becomes publicly held, within five (515) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt and all reports on Form 10-KK (including audited annual financial statements and an unqualified opinion (except for a "going concern" exception) from Borrower's independent certified public accountants), 10-Q (including quarterly financial statements) and 8-K filed with the Securities and Exchange Commission; ( c) as soon as available, but in any event within sixty (iv60) days of the last day of each fiscal quarter, Guarantor's quarterly financial statements; (d) as soon as available, but in any event within one hundred twenty (120) days of the last day of each fiscal year, audited annual financial statements of Guarantor and an unqualified opinion from Guarantor's independent certified public accountants; (e) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vif) such budgets, sales projectionsfinancial forecasts, operating plans or other financial information as Bank may be reasonably requested request from time to time. Borrower shall deliver to Bank with the quarterly financial statements a Compliance Certificate signed by Banka Responsible Officer in substantially the form of Exhibit D hereto.

Financial Statements, Reports, Certificates. (a) Deliver to BankAgent: (1i) as soon as available, but no later than thirty (30) days after the last day of each monthquarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to BankAgent; (ii) as soon as available, but no later than one hundred fifty eighty (150180) 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 for going concern qualifications common for emerging companies) on the financial statements from an independent certified public accounting firm reasonably acceptable to BankAgent in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders generally or to any holders of Subordinated Debt and Debt; (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivv) a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (vvi) written noticeas soon as available, together but no later than thirty (30) days prior to Borrower’s fiscal year end, Board approved annual budget and financial projections commensurate with the monthly Compliance Certificate delivered pursuant those provided to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property CollateralBorrower’s capital investors; and (viviii) budgets, sales projections, operating plans or and other financial information reasonably requested by BankAgent.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1i) 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 and income statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and period, in a form acceptable to Bank; Bank and certified by a Responsible Office, (ii) as soon as available, but no later than forty-five (45) days after the last day of each quarter, copies of all statements, reports and notices made available to Borrower's security holders or to any holders of Subordinated Debt and all reports on Form 10-Q filed with the Securities and Exchange Commission; (iii) as soon as available, but no later than one hundred fifty twenty (150120) 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 reasonably acceptable to Bank; (iiiiv) in the event that Borrower’s stock becomes publicly heldas soon as available, within five but not later than one hundred twenty (5120) days after the last day of filingBorrower's fiscal year, copies of all statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (ivv) within five (5) days of filing with the Securities Exchange Commission, the Form 8-K; (vi) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other vii)other financial information reasonably requested by Bank.

Financial Statements, Reports, Certificates. (a) Deliver to BankAgent: (1i) 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 sheet, income statement and income cash flow statement covering Borrower’s consolidated operations during the period for such month certified by a Responsible Officer and in a form acceptable to BankAgent; (ii) as soon as available, but no later than one hundred fifty twenty (150120) 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 reasonably acceptable to BankAgent in its reasonable discretion; (iii) in the event that as soon as available after approval thereof by Borrower’s stock becomes publicly heldBoard of Directors, but no later than thirty (30) days after the last day of Borrower’s fiscal year, Borrower’s financial projections for current fiscal year as approved by Borrower’s Board of Directors; (iv) within five (5) days of filingdelivery, copies of all statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt and Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-8 K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivvi) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of Three Hundred Fifty Thousand Dollars ($250,000.00300,000) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change more or could result in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collaterala Material Adverse Change; and (vivii) budgets, sales projections, operating plans or and other financial information reasonably requested by BankAgent.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (1a) as soon as available, but no later than in any event within thirty (30) days after the last day end of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the period such period, certified by a Responsible Officer and in a form acceptable to BankOfficer; (iib) as soon as available, but no later than one hundred fifty in any event within ninety (15090) days after the last day end of Borrower’s 's fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from of an independent certified public accounting firm reasonably acceptable to BankBank (provided the audited statements for the fiscal year ending December 31, 1996 shall be due not later than October 31, 1997); (iiic) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingupon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to Borrower’s its security holders or to any holders of Subordinated Debt and all reports on Form 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (ve) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), prompt notice of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyrightincluding, including but not limited to, any subsequent ownership right of the Borrower in or to any copyrightCopyright, patent Patent or trademark Trademark not shown specified in the lP Agreement any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely affects effects the value of the Intellectual Property Collateral; and (vif) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested by Bankrequest from time to time.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each monthReconciliation Period, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty (150) 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 reasonably acceptable to Bank; (iii) in the event that Borrower’s stock Borrower becomes publicly heldsubject to the reporting requirements under the Exchange Act, within five (5) days of filing, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionSEC or equivalent reporting of foreign private issuer filed with any national securities exchange; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000.00) or more; and (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge of an event that materially adversely affects the value of the Intellectual Property Collateral; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank, and in any event, as soon as available but no later than fifteen (15) days following approval by Borrower’s board of directors (and with respect to any updates or amendments thereto, as soon as available but no later than fifteen (15) days following approval by Borrower’s board of directors), a current operating budget and capitalization table.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (1i) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and consolidating operations during the period for such month certified by a Responsible Officer and in a form acceptable to Bank; (ii) as soon as available, but no later than one hundred fifty (150) 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 reasonably acceptable to BankBank in its reasonable discretion; (iii) in the event that Borrower’s stock becomes publicly held, within five (5) days of filingdelivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and Debt, (iv) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange CommissionCommission or a link thereto on Borrower’s or another website on the Internet; (ivv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary of its Subsidiaries that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two its Subsidiaries of One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (v) written notice, together with the monthly Compliance Certificate delivered pursuant to Section 6.2 (b), of any material change in the composition of the Intellectual Property Collateral, or the registration of any copyright, including any subsequent ownership right of Borrower in or to any copyright, patent or trademark not shown in the lP Agreement or knowledge prompt notice of an event that materially and adversely affects the value of the Intellectual Property Collateralintellectual property; and (vi) budgets, sales projections, operating plans or and other financial information reasonably requested by Bank.