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

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each Reconciliation 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 eighty (180) 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iii) within ten (10) 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 SEC; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (v) as 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 any related business forecasts used in the preparation of such 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 Borrower shall deliver to Bank: (i) as soon as available, but no later than in any event within thirty (30) days after the last day end of each Reconciliation Periodcalendar month, a company company-prepared consolidated balance sheet sheet, income statement, and income cash flow statement covering Borrower’s consolidated 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 eighty (180) in any event within 180 days after the last day end of Borrower’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 (except with respect to a going concern clause specifying the need for future equity financings) 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iii) within ten (10) days promptly upon receipt of filingnotice thereof, 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 SEC; (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) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (v) as soon as available, but no in any event not later than thirty (30) days after February 15 of each calendar year, Borrower’s financial and business projections and budget, presented in a month-by-month format, for such year, with written certification signed by a Responsible Officer of approval thereof by Borrower’s Board 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 any related business forecasts used in the preparation of such annual financial plans and projectionsdirectors; 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 (vii) within the time periods prescribed by Section 6.8(b), 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 Patents, Copyrights or Trademarks, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not previously identified to Bank.

Financial Statements, Reports, Certificates. Upon and after termination of the Merger Agreement, Borrowers shall deliver the following to Agent: (a) Deliver to Bank: (i) as soon as available, but no later than in any event within thirty (30) days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated an unaudited balance sheet for the Company and unaudited income statement covering Borrower’s consolidated and cash flow statements for the Borrowers' operations during the period certified by a Responsible Officer and such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to BankAgent and certified by a Responsible Officer; (iib) as soon as available, but no later than one hundred eighty in any event within fifteen (18015) days after the last day end of Borrower’s each calendar month, a report setting forth all transfer of funds by any Borrower to any deposit or other account maintained by any Borrower outside of the United States; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' fiscal year, audited consolidated financial statements of Borrowers 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank)Agent; (iiid) within ten (10) 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 SECSecurities and Exchange Commission; (ive) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower Borrowers or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.0050,000) or more; and (vf) as soon as available, but no later than within thirty (30) days after approval of the last day of each fiscal quarter, a report signed by Borrower’s Board of DirectorsBorrowers, annual financial projections for the following fiscal year approved by Borrower’s Board of Directors and commensurate in form acceptable to Agent, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and substance the status of any outstanding applications or registrations, as well as any material change in any Borrower's intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreement delivered to Agent by each Borrower in connection with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bankthis Agreement.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (i) as soon as available, but no later than in any event within thirty (30) days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated 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 in any event within one hundred eighty (180) days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (including no going concern comment or qualification) 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 (it being understood provided that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable Borrower shall deliver to BankBank audited financial statements for 2010 and 2011 not later than October 31,2012); (iii) within ten (10) 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 SECSecurities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (v) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but no in any event not later than thirty (30) days after January 31 of each calendar year, Borrower’s financial and business projections and budget for such year, with evidence of approval thereof by Borrower’s Board 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 any related business forecasts used in the preparation of such annual financial plans and projectionsdirectors; and (vivii) 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 by Bankrequest from time to time.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (i) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated and consolidating (if any) balance sheet sheet, income statement, and income statement of cash flows covering Borrower’s consolidated 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 eighty (180) in any event within 180 days after the last day end of Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating (if any) financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with (if required by the Investment Agreement) an unqualified opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iii) annual budget approved by Borrower’s Board of Directors as soon as available but in any event within ten 30 days after each fiscal year end during the term of this Agreement; (10iv) 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 SECSecurities and Exchange Commission; (ivv) promptly upon receipt of notice thereof, 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) 250,000 or more; (vvi) as soon as availablepromptly upon receipt, but no later than thirty (30) days after approval each management letter prepared by Borrower’s Board of Directors, annual financial projections for the following fiscal year approved by independent certified public accounting firm regarding Borrower’s Board of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projectionsmanagement control systems; and (vivii) such budgets, sales projections, operating plans plans, information relating to clinical updates or other financial information as Bank may reasonably requested by Bankrequest from time to time.

Financial Statements, Reports, Certificates. Borrower shall deliver to Administrative Agent (for delivery to the Lenders) the following: (a) Deliver to Bank: (i) as soon as available, but no later than thirty (30) in any event within 45 days after the last day end of each Reconciliation Periodfiscal quarter, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during and consolidating financial statements, prepared in accordance with GAAP, consistently applied (provided that such documents will be deemed to be delivered on the period certified by a Responsible Officer date that the SEC makes such documents publicly available and in a form acceptable to BankBorrower advises Administrative Agent of the same); (iib) as soon as available, but no later than one hundred eighty (180) in any event within 45 days after the last day end of each fiscal quarter, a Compliance Certificate signed by a Responsible Officer; (c) as soon as available, but in any event within 120 days after the end of Borrower’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 an of PricewaterhouseCoopers LLP, or another independent certified public accounting firm reasonably acceptable of nationally recognized standing (provided that such documents will be deemed to Bank (it being understood be delivered on the date that Ernst & Young LLP, the Company’s auditor as SEC makes such documents publicly available and Borrower advises Administrative Agent of the Effective Date is acceptable to Banksame); (iiid) within ten 45 days of the last day of each fiscal year, board-approved projections for the upcoming year on a consolidated and consolidating basis, broken down by quarter; (10e) within five (5) days of filing, copies of all statements, reports and notices made available (or a link to such documents on Borrower’s security holders or to any holders of Subordinated Debt and another website on the Internet) all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission (“SEC”), provided that such documents will be deemed to be delivered on the date that the SEC makes such documents publicly available and Borrower advises Administrative Agent of the same; (ivf) promptly upon receipt by Borrower of written notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could is reasonably likely to result in damages or costs to Borrower or any Subsidiary of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000) or more; (v) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vig) budgets, sales projections, operating plans or such other financial information as Administrative Agent or a Lender may reasonably requested by Bankrequest from time to time.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (i) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated and consolidating (if applicable) balance sheet sheet, income statement, and income statement of cash flows covering Borrower’s consolidated 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 eighty (180) in any event within 270 days after the last day end of Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion which is either unqualified, or qualified only for going concern due to Borrower’s projected need for additional funding to continue operations 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iii) within ten annual budget approved by Borrower’s Board of Directors as soon as available but not later than January 15 of each year during the term hereof; (10iv) 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 SECSecurities and Exchange Commission; (ivv) 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) 500,000 or more; (vvi) as soon as availablepromptly upon receipt, but no later than thirty (30) days after approval each management letter prepared by Borrower’s Board of Directors, annual financial projections for the following fiscal year approved by independent certified public accounting firm regarding Borrower’s Board of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projectionsmanagement control systems; and (vivii) 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. Borrower shall deliver the following to Bank in each case at both the Reston address referenced in Section 10 and Comerica Bank, 0000 Xx Xxxxxx Xxxx, Xxxx Xxxx, XX 00000, Attn: Compliance: (a) Deliver to Bank: (i) as soon as available, but no later than in any event within thirty (30) days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated balance sheet sheet, income, and income cash flow statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to BankBank and certified by a Responsible Officer; (iib) as soon as available, but no later than one hundred eighty in any event within forty five (18045) days after the last day end of each fiscal quarter, a company prepared consolidated balance sheet, income, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer; (c) as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower’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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiid) within ten (10) 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 and, if applicable, all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the SECSecurities 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 result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00250,000) or more; (vf) as soon as available, but no later than within thirty (30) days after approval by Borrower’s Board the last day of Directorseach fiscal year, an annual financial projections budget for the following current fiscal year approved by Borrower’s Board of Directors and commensurate in form and substance with those provided reasonably satisfactory to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of Bank; (g) such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time; and (h) within thirty (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, 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. Every Friday, for the preceding week, or, if there are no Obligations owing by Borrower to Bank, within thirty (30) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the monthly and quarterly financial statements, at both the Reston address referenced in Section 10 and Comerica Bank, 0000 Xx Xxxxxx Xxxx, Xxxx Xxxx, XX 00000, Attn: Compliance, 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 and appraise Collateral at Borrower’s expense (not to exceed $4,000 per audit, unless an Event of Default has occurred and is continuing), 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 Bank: (i) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated and consolidating balance sheet and sheet, income statement and statement of cash flows covering BorrowerParent’s consolidated and its Subsidiaries 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 eighty (180) in any event within 180 days after the last day end of BorrowerParent’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Parent and its Subsidiaries prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion which is either unqualified, qualified only for going concern so long as Parent’s investors provide additional equity as needed 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iii) within ten annual budget approved by Parent’s Board of Directors as soon as available but not later than January 15 of each calendar year during the term hereof; (10iv) days of filingif applicable, copies of all written statements, reports and notices sent or made available generally by Parent and Borrower to Borrower’s its security holders or to any holders of Subordinated Debt, in each case, solely in their capacity as holders of Subordinated Debt or security holders, and all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the SECSecurities and Exchange Commission; (ivv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (v) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.writing against

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (ia) as soon as available, but no later than in any event within thirty (30) days after the last day end of each Reconciliation Periodmonth, 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 eighty in any event within ninety (18090) 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten five (105) 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 SECSecurities 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 result in damages or costs to Borrower or any Subsidiary of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000) or more; (v) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vie) 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 aged listings of accounts receivable and accounts payable. 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 Banka Responsible Officer in substantially the form of EXHIBIT D hereto. Bank shall have a right from time to time hereafter to audit Borrowers 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: (i) as soon as available, but no later than in any event within twenty-five (25) days after the end of each calendar month (which shall be extended to thirty (30) days after for deliveries to be made in the last day of each Reconciliation Periodfirst two months following the Closing Date), a company prepared consolidated and, if prepared by the Borrower, consolidating balance sheet and income statement covering Borrower’s consolidated the Loan Parties’ operations during the period such period, in a form reasonably acceptable to Agent and certified by a Responsible Officer and in a form acceptable to BankOfficer; (ii) as soon as available, but no later than in any event within one hundred eighty twenty (180120) days after the last day end of Borrower’s fiscal year, audited company prepared consolidated and, if prepared by the Borrower, consolidating financial statements of Borrower and its consolidated Subsidiaries prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the and audited by a certified public accountant, which, following a SPAC Business Combination may be satisfied by audited financial statements from an independent certified public accounting firm reasonably acceptable to Bank (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank)a parent company of Borrower; (iii) within ten (10) days of filingif applicable, copies of all statements, reports and notices sent or made available generally by any Loan Party 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 SECSecurities and Exchange Commission; (iv) promptly upon receipt of notice thereof by any Loan Party, a prompt report of any legal actions pending or threatened in writing against Borrower any Loan Party or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower any Loan Party or any Subsidiary of Two Hundred Fifty Thousand [**] Dollars ($250,000.00[**]) or more; (v) promptly upon receipt by any Loan Party, each management letter prepared by such Loan Party’s independent certified public accounting firm regarding such Loan Party’s management control systems; (vi) as soon as available, but no later than thirty in any event within sixty (3060) days after the end of Borrower’s fiscal year, Borrower’s financial and business projections and budget for the immediately following year, with evidence of approval thereof by Borrower’s Board 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 any related business forecasts used in the preparation of such annual financial plans and projectionsdirectors; and (vivii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Agent may reasonably requested by Bankrequest from time to time.

Financial Statements, Reports, Certificates. (a) Deliver Each Borrower shall deliver to Bank: (i) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated and consolidating balance sheet and income statement covering such Borrower’s consolidated 's 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 eighty (180) in any event within 180 days after the last day end of such Borrower’s 's fiscal year, audited consolidated and consolidating financial statements of such 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iii) within ten (10) days of filingif applicable, copies of all statements, reports and notices sent or made available generally by such 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 SECSecurities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against such Borrower or any Subsidiary that could result in damages or costs to such Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 50,000 or moremore in excess of insurance coverage; (v) as soon as availablepromptly upon receipt, but no later than thirty (30) days after approval each management letter prepared by such Borrower’s Board of Directors, annual financial projections for the following fiscal year approved by 's independent certified public accounting firm regarding such Borrower’s Board of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projections's management control systems; and (vi) such budgets, sales projections, operating plans or other financial information generally prepared by such Borrower in the ordinary course of business as Bank may reasonably requested request from time to time; and (vii) within 30 days of the last day of each fiscal quarter, a report signed by each Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that each 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 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 Borrowers in connection with this Agreement.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (ia) as soon as available, but no later than thirty in any event within forty-five (3045) days after the last day end of each Reconciliation Periodquarter, 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 eighty in any event within thirty (18030) 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 one hundred twenty (120) 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiid) within ten (10) days promptly upon receipt of filingnotice thereof, 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 SEC; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00250,000) or more; (ve) as soon as availableprompt notice of any material change in the composition of the Intellectual Property Collateral, including, but no later not limited to, any subsequent ownership right of the Borrower in or to any Copyright, Patent or Trademark not specified in any intellectual property security agreement between Borrower and Bank or knowledge of an event other 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 information that is publicly available and commensurate in form and substance with those provided applicable generally to Borrower’s venture capital investors, together with any related 's business forecasts used in practices and industry that materially adversely effects the preparation value of such annual financial plans and projectionsthe 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. Within forty-five (45) days after the last day of each quarter, Borrower shall deliver to Bank with quarterly 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 Bank: (i) as soon as available, but no later than in any event within thirty (30) days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and its Subsidiaries’ 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 in any event within one hundred eighty fifty (180150) days after the last day end of BorrowerWPH’s fiscal year, audited consolidated and consolidating financial statements of WPH and its Subsidiaries prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (unless such qualification is solely the result of a “going concern” related to insufficient access to capital and/or negative profits and Ex-Im grants a waiver allowing such statements to be qualified) 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iii) within ten (10) 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 SECSecurities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000) or more; (v) if applicable, promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but no in any event not later than thirty (30) days after January 31 of each calendar year, Borrower’s financial and business projections and budget for the immediately following year, with evidence of approval thereof by Borrower’s Board 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 any related business forecasts used in the preparation of directors; (vii) such annual financial plans and projections; and (vi) 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 (viii) within thirty (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, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver the following to Bank: (ia) as soon as available, but no later than in any event within thirty (30) days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated balance sheet sheet, income, and income cash flow statement covering Borrower’s 's consolidated operations during the period certified by a Responsible Officer and such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to BankBank and certified by a Responsible Officer; (iib) as soon as available, but no later than in any event within one hundred eighty twenty (180120) days after the last day end of Borrower’s Borrowers 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten (10) 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 and, if applicable, all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the SECSecurities 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 result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.0050,000) or more; (ve) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time, including an annual budget for each year, by January 15 of such year, and (f) within thirty (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, 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. Borrower shall deliver to Bank with the monthly financial statements, a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto. Bank shall have a right from time to time hereafter to appraise Collateral 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 Bank: (i) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated and consolidating balance sheet sheet, income statement, and income statement of cash flows covering Borrower’s consolidated 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 eighty (180) in any event within 180 days after the last day end of Borrower’s fiscal year, audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion which is either unqualified, qualified only for going concern so long as Borrower’s investors provide additional equity as needed 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iii) within ten an annual budget approved by Borrower’s Board of Directors as soon as available but not later than January 15th of each year during the term of this Agreement; (10iv) 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 SECSecurities and Exchange Commission; (ivv) 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) 250,000 or more; (vvi) as soon as availablepromptly upon receipt, but no later than thirty (30) days after approval each management letter prepared by Borrower’s Board of Directors, annual financial projections for the following fiscal year approved by independent certified public accounting firm regarding Borrower’s Board of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of management control systems; (vii) such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bank.generally

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver the following to Bank: (ia) as soon as available, but no later than thirty in any event within forty five (3045) days after the last day end of each Reconciliation Periodfiscal quarter, a company prepared consolidated balance sheet sheet, income, and income cash flow statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to BankBank and certified by a Responsible Officer; (iib) as soon as available, but no later than one hundred eighty in any event within ninety (18090) days after the last day end of Borrower’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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten (10) 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 SECSecurities 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 result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.0050,000) or more; (ve) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time generally prepared by Borrower in the ordinary course of business, including but not limited to Borrower’s annual business plan (including operating budget) no later than January 31 of each calendar year; and (f) within forty five (45) 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, 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. 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. Bank shall have a right from time to time hereafter to appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than once per year unless an Event of Default has occurred and is continuing.”

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (i) as soon as available, but no later than in any event within thirty (30) days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated balance sheet and sheet, income statement and statement of cash flow, covering Borrower’s consolidated 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 eighty in any event within ninety (18090) days after the last day end of Borrower’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 (including no going concern comment or qualification) on the such financial statements from an of a PCAOB-registered independent certified public accounting firm reasonably acceptable to Bank (it being understood Bank acknowledges that Ernst & Young LLP, the Company’s auditor as of the Effective Date X.X. Xxxx LLP is acceptable to Bankacceptable); (iii) within ten (10) 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 Forms 8-K. 10-K, K and 10-Q as and 8-K when filed with the SECSecurities and Exchange Commission, provided that prompt notice from Borrower to Bank of the filing of such statements, reports, notices and forms on XXXXX shall be considered sufficient delivery of such statements, reports, notices and forms pursuant to the requirements of this Section 6.2; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could 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) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but no in any event not later than thirty (30) days after January 31 of each calendar year, Borrower’s financial and business projections and budget, presented in a month-by-month format, for such year, with written certification signed by a Responsible Officer of approval thereof by Borrower’s Board 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 any related business forecasts used in the preparation of directors; (vii) such annual financial plans and projections; and (vi) 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 (viii) within thirty (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 previously identified to Bank.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver the following to Bank: (ia) as soon as available, but no later than in any event within thirty (30) days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated balance sheet sheet, income, and income cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP (except for the period certified by a Responsible Officer and omission of footnotes), consistently applied, in a form acceptable to BankBank and certified by a Responsible Officer; (iib) as soon as available, but no later than one hundred eighty in any event within ninety (18090) 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten (10) 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-KK (within ninety (90) days after the end of Borrower's fiscal year end or, if extended under SEC provisions) and 10-Q and 8-K (within 45 days after the end of each quarter or, if extended under SEC provisions) filed with the SECSecurities 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 result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.0050,000) or more; (v) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vie) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time generally prepared by BankBorrower in the ordinary course of business. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (i) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated 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 eighty (180) in any event within 150 days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iii) within ten (10) 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 SECSecurities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 250,000 or more; (v) as soon as availablepromptly upon receipt, but no later than thirty (30) days after approval each management letter prepared by Borrower’s Board of Directors, annual financial projections for the following fiscal year approved by independent certified public accounting firm regarding Borrower’s Board of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projectionsmanagement control systems; 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 (vii) 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 any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver the following to Bank: (ia) as soon as available, but no later than in any event within thirty (30) days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated balance sheet sheet, income, and income cash flow statement covering Borrower’s 's consolidated operations during the period such period, prepared in accordance with GAAP (absent footnotes and subject to year-end adjustments), consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer and in a form acceptable to BankOfficer; (iib) as soon as available, but no later than one hundred eighty within five (1805) days after the last day filing of Borrower’s 's Form 10-K with the Securities and Exchange Commission at the end of Borrower'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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten (10) 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 SECSecurities and Exchange Commission within five (5) days of relevant filing with 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 would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.0050,000) or more; (v) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vie) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time generally prepared by BankBorrower in the ordinary course of business. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver the following to Bank: (ia) as soon as available, but no later than in any event within thirty (30) days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated balance sheet sheet, income, and income cash flow statement covering Borrower’s consolidated operations during the period such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and 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 eighty twenty (180120) days after the last day end of Borrower’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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten copies (10which may be in electronic form) 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 and, if applicable, all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the SECSecurities and Exchange Commission; (ivd) promptly after any officer of any Credit Party obtains knowledge thereof, 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 Hundred Fifty Thousand Dollars (to the extent the amount in controversy exceeds $250,000.00) 100,000 individually or more$150,000 in the aggregate; (ve) as soon as available, but no later than in any event within thirty (30) days after approval by the end of Borrower’s Board of Directorsfiscal year, annual financial projections for the following fiscal year an operating budget in a form reasonably acceptable to Bank and approved by Borrower’s Board board of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of directors; (f) such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time; and (g) within ten (10) Business Days after the reasonable request of Bank, 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 active or pending material United States Patent, Copyright or Trademark applications or registrations, as well as any material change in Borrower’s Intellectual Property Collateral (other than Foreign applications and registrations), 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 any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. Within ten (10) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer of Borrower in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable of Borrower. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer of Borrower in substantially the form of Exhibit D hereto.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (i) as soon as available, but no later than thirty in any event within forty five (3045) days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated 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 eighty (180) 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iii) within ten (10) 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 Forms 10-K, K and 10-Q and 8-K filed with the SECSecurities and Exchange Commission; (iviii) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (iv) promptly but in any event within three (3) days upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (v) as soon as available, but no in any event not later than thirty sixty (3060) days after Borrower’s fiscal year end or within seven (7) days of board approval, Borrower’s financial and business projections and budget for the immediately following year, detailed on a quarterly basis, with evidence of approval thereof by Borrower’s Board board of Directorsdirectors; provided that, annual financial any revisions of such projections for the following fiscal year approved by Borrower’s Board board of Directors and commensurate in form and substance with those provided directors during any fiscal year shall be delivered to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of Bank no later than seven (7) days after such annual financial plans and projectionsapproval; 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 (vii) within thirty (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 any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. Notwithstanding the foregoing, documents required to be delivered pursuant to the terms hereof (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 Borrower’s website on the internet at Borrower’s website address.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (ia) as soon as available, but no later than in any event within thirty (30) days after the last day end of each Reconciliation Periodmonth, a company prepared consolidated balance sheet and income statement covering Borrower’s 's consolidated operations during the such period certified by a Responsible Officer and (in a form and certified by an officer of Borrower reasonably acceptable to Bank); (iib) as soon as available, but no later than one in any event within one-hundred eighty twenty (180120) days after the last day end of the fiscal year of Borrower’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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten five (105) 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 SECSecurities 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 result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (v) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vie) 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 with the financial statements a Compliance Certificate signed by Banka 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 Borrowers shall deliver the following to Bank: (ia) as soon as available, but no later than thirty in any event within fifteen (3015) business days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated balance sheet sheet, income, and income cash flow statement covering Borrower’s Borrowers’ consolidated operations during the period certified by a Responsible Officer and such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to BankBank and certified by a Responsible Officer, except that monthly financial statements may omit substantially all footnotes that would normally be required to be included in GAAP financial statements; (iib) as soon as available, but no later than one hundred eighty in any event within forty-five (18045) days after the last day end of Borrower’s each quarter, consolidated financial statements of Borrowers prepared in accordance with GAAP, consistently applied, and reviewed by an independent certified public accounting firm reasonably acceptable to Bank; (c) as soon as available, but in any event within one hundred twenty (120) days after the end of Borrowers’ fiscal year, audited consolidated financial statements of Borrowers 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiid) within ten (10) days of filing, 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 and, if applicable, all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the SECSecurities and Exchange Commission; (ive) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.0050,000) or more; (v) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vif) such budgets, sales projections, operating plans or plans, other financial information including information related to the verification of a Borrower’s Accounts as Bank may reasonably requested by Bankrequest from time to time.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (i) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated 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 eighty (180) in any event within 150 days after the last day end of Borrower’s fiscal year, audited consolidated and consolidating 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iii) within ten (10) 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 SECSecurities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 250,000 or more; (v) as soon as availablepromptly upon receipt, but no later than thirty (30) days after approval each management letter prepared by Borrower’s Board of Directors, annual financial projections for the following fiscal year approved by independent certified public accounting firm regarding Borrower’s Board of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projectionsmanagement control systems; 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 (vii) within 30 days of the last day of each fiscal quarter in which an application is filed or the status of any outstanding applications or registrations change, 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 any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver the following to Bank: (ia) as soon as available, but no later than thirty in any event within forty five (3045) days after the last day end of each Reconciliation Periodquarter, a company prepared consolidated balance sheet sheet, income, and income cash flow statement covering Borrower’s consolidated 's operations during the period such period, prepared in accordance with GAAP on a consolidated and consolidating basis, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer and (in the alternative, Borrower shall deliver such financial information on a form acceptable to Bankmonthly basis within twenty (20) days after the end of each month for any month in which the aggregate amount of the outstanding Advances plus the aggregate undrawn face amount of all outstanding Letters of Credit exceeded $400,000 at any time); (iib) as soon as available, but no later than one hundred eighty in any event within ninety (18090) 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten (10) 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 Forms 10-K, K and 10-Q and 8-K filed with the SECSecurities and Exchange Commission (to the extent their delivery is not already required pursuant to subsections (a) and (b) above); (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.0050,000) or more; (ve) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time generally prepared by Borrower in the ordinary course of business; and (f) within forty five (45) 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, 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. Within fifteen (15) days after the last day of each month in which the aggregate amount of the outstanding Advances plus the aggregate undrawn face amount of all outstanding Letters of Credit exceeds $400,000 at any time, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of EXHIBIT C hereto, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the quarterly and (if required) 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 and appraise Collateral 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 Each Borrower shall deliver to Bank: (ia) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated balance sheet and income statement covering such 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 eighty (180) in any event within 120 days after the last day end of such Borrower’s 's fiscal year, audited consolidated financial statements of Borrowers 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten (10) days of filingif applicable, copies of all statements, reports and notices sent or made available generally by such 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 SECSecurities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against such Borrower or any Subsidiary that could result in damages or costs to such Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (ve) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information generally prepared by such Borrower in the ordinary course of business as Bank may reasonably requested request from time to time; and (f) within 30 days of the last day of each fiscal quarter, a report signed by such Borrower, in form reasonably acceptable to Bank, listing any applications or registrations that Borrowers have 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 such 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 the 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: (ia) as soon as available, but no later than in any event within thirty (30) days after the last day end of each Reconciliation Periodmonth, 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 eighty in any event within the time period provided for delivery of the Form 10-K referred to in clause (180c) days after the last day of Borrower’s fiscal yearhereof, 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 (it being understood or an opinion that Ernst & Young LLP, the Company’s auditor as of the Effective Date is qualified containing such qualifications that are acceptable to Bankthe Bank in its sole discretion); (iiic) within ten five (105) 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(SB), 10-Q(SB) and 8-K (or Form 10-K, 10-Q and 8-K K, as applicable) filed with the SECSecurities and Exchange Commission and a Compliance Certificate for the quarter period then ended; (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (ve) as soon as availableprompt notice of any material change in the composition of the Intellectual Property Collateral, including, but no later than thirty (30) days after approval by Borrower’s Board not limited to, any subsequent ownership right of Directorsthe Borrower in or to any Copyright, annual financial projections for Patent or Trademark not specified in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely effects the following fiscal year approved by Borrower’s Board value of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projectionsIntellectual 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 with the monthly financial statements a Compliance Certificate signed by Banka Responsible Officer in substantially the form of Exhibit D hereto, unless otherwise provided to the Bank as required under clause (c) of this section. 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, provided that the first of such audits shall be conducted within 90 days of the making of the first Advance hereunder.

Financial Statements, Reports, Certificates. (a) Deliver Each Borrower shall deliver to Bank: (i1) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated and consolidating balance sheet and income statement covering such 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; (ii2) as soon as available, but no later than one hundred eighty (180) in any event within 120 days after the last day end of such Borrower’s fiscal year, audited consolidated financial statements of Borrowers 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 (it being understood Bank; provided however, that Ernst & Young LLPthe annual audited financial statements for the fiscal year ended December 31, the Company’s auditor as of the Effective Date is acceptable to Bank)2003 shall be due by June 30, 2004; (iii3) within ten (10) days of filingif applicable, copies of all statements, reports and notices sent or made available generally by such 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 SECSecurities and Exchange Commission; (iv4) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against such Borrower or any Subsidiary that could result in damages or costs to such Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 200,000 or more; (v5) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information generally prepared by such Borrower in the ordinary course of business as Bank may reasonably requested request from time to time; (6) within 30 days of any changes to the Intellectual Property Collateral and within 30 days of the last day of each calendar quarter, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that Borrowers have made or filed in respect of any Patents, Copyrights or Trademarks and the status of any outstanding applications or registrations, as well as any change in Borrowers’ Intellectual Property Collateral, including but not limited to any subsequent ownership right of any Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of the Intellectual Property Security Agreements delivered to Bank by Borrowers in connection with this Agreement; and (7) by close of business on each Friday, or if any such Friday is not a Business Day, the next Business Day following such Friday, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit F hereto, together with aged listings of accounts receivable and accounts payable and inventory reports.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (ia) as soon as available, but no later than thirty in any event within twenty-five (3025) days after the last day end of each Reconciliation Periodmonth, 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 acceptable to BankBank and certified by a Responsible Officer; (iib) as soon as available, but no later than one hundred eighty in any event within ninety (18090) 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten five (105) 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 SECSecurities 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 result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.0050,000) or more; (ve) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time; and (f) within twenty-five (25) 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, 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 each Borrower in connection with this Agreement. Within fifteen (15) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable. 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 and appraise Collateral 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: (ia) as soon as available, but no later than thirty (30) in any event within 50 days after the last day end of each Reconciliation Periodfiscal quarter, a company prepared consolidated balance sheet and income statement prepared in accordance with GAAP, consistently applied, covering Borrower’s 's consolidated 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; (iib) as soon as available, but no later than one hundred eighty (180) in any event within 95 days after the last day end of Borrower’s 's fiscal year, unqualified 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten (10) 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 Forms 10-K, K and 10-Q and 8-K filed with the SECSecurities and Exchange Commission within 5 days of issuance or with respect to 10-Q reports 50 days from the end of the applicable quarter and 10-K reports 95 days from the end of the applicable year end; (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 500,000 or more; (v) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vie) 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 (f) within 50 days of the last day of each fiscal quarter, a report signed by Borrower, in form reasonably acceptable to Bank, listing any Patents, Copyrights or Trademarks issued to Borrower that are deemed unenforceable or invalid.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall maintain a standard system of accounting in accordance with GAAP. Borrower shall deliver to Bank: (ia) as soon as within five (5) days upon becoming available, but no later than thirty in any event within fifty (3050) days after the last day end of each Reconciliation PeriodBorrower's fiscal quarter, the report on Form 10-Q filed or required to be filed with the Securities and Exchange Commission and a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified Compliance Certificate signed by a Responsible Officer in form and in a form substance acceptable to Bank; (iib) as soon as within five (5) days upon becoming available, but no later than one hundred eighty in any event within ninety-five (18095) 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iii) within ten (10) 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 report on Form 10-K, 10-Q and 8-K filed or required to be filed with the SECSecurities and Exchange Commission; (ivc) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000) or more; (vd) as soon as availablepromptly upon their becoming available (and in any event within five (5) Business Days thereafter), but no later than thirty copies of (30i) all financial statements, reports, notices, proxy statements and other information that Borrower sends or generally makes available to any class of its security holders or that any Subsidiary sends or generally makes available to any class of its security holders, (ii) all regular and periodic reports and all registration statements, forms and prospectuses that Borrower or any Subsidiary files with any securities exchange or with the Securities and Exchange Commission, to the extent that such documents are not already required to be delivered under clauses (a) and (b) of this Section 6.3, and (iii) all press releases and other statements that Borrower or any Subsidiary makes generally available to the public concerning material developments in the business of Borrower or any Subsidiary; (e) within fifteen (15) days after approval by Borrower’s Board the end of Directorseach calendar month after the Closing Date during which the Borrowing Base formula is in effect, annual financial projections for (i) a detailed aged trial balance of the following fiscal year approved by Borrower’s Board of Directors and commensurate Accounts, in form and substance with those provided satisfactory to Borrower’s venture capital investorsBank, together with any related business forecasts used in its sole discretion, including, without limitation, the preparation names and addresses of such annual financial plans all Account Debtors, (ii) a detailed accounts payable aging, in form and projectionssubstance satisfactory to Bank, in its sole discretion, (iii) an inventory report, in form and substance satisfactory to Bank, in its sole discretion, and (iv) a backlog report, in form and substance satisfactory to Bank, in its sole discretion; and (vif) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested by request from time to time. Bank shall have a right from time to time hereafter to conduct a field exam and to audit Accounts and Inventory at Borrower's expense, provided that such audits will be conducted no more often than once every six (6) months, unless an Event of Default has occurred and is continuing, in which case Bank may conduct such audits, at Borrower's expense, as frequently as Bank deems appropriate. Bank may destroy or otherwise dispose of any documents delivered to Bank six (6) months after Bank's receipt thereof.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Bank, in each case at both the Inglewood and the Boston addresses referenced in Section 10: (a) Deliver to Bank: (i) as soon as available, but no later than thirty in any event within forty (3040) days after the last day end of each Reconciliation Periodcalendar month (commencing with the month ending October, 2002), a company prepared consolidated balance sheet sheet, income, and income cash flow statement covering Borrower’s consolidated operations during the period such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and 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 eighty fifty (180150) days after the last day end of Borrower’s fiscal yearyear (except the fiscal year ending December 31, 2002, for which financial statements must be delivered in compliance with this Section 6.3(b) on or before January 31, 2003) audited consolidated financial statements of CCS Consolidated, Inc. (Borrower’ parent) 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten (10) 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 SECSecurities 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 Seventy-Five Thousand Dollars ($250,000.0075,000) or more; (vmore and(e) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time generally prepared by BankBorrower in the ordinary course of business. Borrower shall deliver to Bank with the monthly financial statements, at both the Inglewood and the Boston addresses referenced in Section 10, a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (ia) as soon as available, but no later than thirty (30) in any event within 50 days after the last day end of each Reconciliation Periodfiscal quarter, except the last quarter, a company prepared consolidated balance sheet and sheet, income statement covering and statement of cash flows for Multimedia Games, Inc. and all of its Subsidiaries, including without limitation Borrower’s consolidated , for operations during the period such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer and in a form acceptable to BankOfficer; (iib) as soon as available, but no later than one hundred eighty (180) in any event within 95 days after the last day end of Borrower’s the fiscal yearyear of Multimedia Games, Inc., audited consolidated financial statements of Multimedia Games, Inc. and all of its Subsidiaries, including without limitation 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 (it BDO Xxxxxxx, LLP being understood that Ernst & Young LLP, the Company’s auditor confirmed as of the Effective Date is currently reasonably acceptable to Bank); (iiic) within ten (10) days of filingif applicable, copies of all statements, reports and notices sent or made available generally by Multimedia Games, Inc. or any of its Subsidiaries, including without limitation Borrower, to Borrower’s their respective 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 SECSecurities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower Multimedia Games, Inc. or any Subsidiary of its Subsidiaries, including without limitation Borrower, that could result in damages or costs to Borrower Multimedia Games, Inc. or any Subsidiary of Two Hundred Fifty Thousand Dollars (its Subsidiaries, including without limitation Borrower, of $250,000.00) 100,000 or more; (ve) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information generally prepared by Multimedia Games, Inc. or any of its Subsidiaries, including without limitation Borrower, in the ordinary course of business as Bank may reasonably requested request from time to time; (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 or any Guarantor 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 each of the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement; and (g) as soon as available, but in any event no later than September 15th of each fiscal year, a company prepared pro-forma consolidated balance sheet and income statement for the next succeeding fiscal year for Multimedia Games, Inc. and all of its Subsidiaries, including without limitation Borrower, containing good faith financial projections for the next succeeding fiscal year, prepared in accordance with GAAP, consistently applied, to the extent applicable, and otherwise in a form reasonably acceptable to Bank and certified by a Responsible Officer.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver the following to Bank: (ia) as soon as available, but no later than in any event within thirty (30) days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated balance sheet sheet, income, and income cash flow statement covering BorrowerParent’s consolidated operations during the period such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and 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 eighty twenty (180120) days after the last day end of BorrowerParent’s fiscal year, audited consolidated financial statements of Parent 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten copies (10which may be in electronic form) days of filing, copies of all statements, reports and notices sent or made available generally by Parent or Borrower to Borrower’s its security holders or to any holders of Subordinated Debt and and, if applicable, all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the SECSecurities and Exchange Commission; (ivd) promptly after any officer of any Credit Party obtains knowledge thereof, 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 Hundred Fifty Thousand Dollars (to the extent the amount in controversy exceeds $250,000.00) 100,000 individually or more$150,000 in the aggregate; (ve) as soon as available, but no later than in any event within thirty (30) days after approval by Borrowerthe end of Parent’s Board of Directorsfiscal year, annual financial projections for the following fiscal year an operating budget in a form reasonably acceptable to Bank and approved by BorrowerParent’s Board board of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of directors; (f) such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time; and (g) within ten (10) Business Days after the reasonable request of Bank, 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 active or pending material United States Patent, Copyright or Trademark applications or registrations, as well as any material change in Borrower’s Intellectual Property Collateral (other than Foreign applications and registrations), 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 any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement. Within ten (10) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer of Borrower and Parent in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable of Borrower and Parent. Borrower shall deliver to Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer of Parent in substantially the form of Exhibit D hereto.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver the following to Bank: Bank (i) as soon as available, but no later than in any event within thirty (30) days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated 's 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 in any event within one hundred eighty twenty (180120) 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 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iii) as soon as available, but in any event within ten thirty (1030) days after the end of filingeach calendar month, copies of Guarantor's personal brokerage statements of all brokerage accounts held in the name of Guarantor; (iv) if 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 SECSecurities and Exchange Commission; (ivv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (vvi) as soon as availablepromptly upon receipt, but no later than thirty (30) days after approval each management letter prepared by Borrower’s Board of Directors, annual financial projections for the following fiscal year approved by 's independent certified public accounting firm regarding Borrower’s Board of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of 's management control systems; (vii) such annual financial plans and projections; and (vi) 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 (viii) within thirty (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 any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement/

Financial Statements, Reports, Certificates. (a) Deliver Parent shall deliver to Bank: (ia) as soon as available, but no later than in any event within thirty (30) days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s Borrowers' 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 eighty in any event within forty-five (18045) days after the last day end of Borrower’s each calendar quarter, company prepared consolidated and consolidating financial statements covering Borrowers' consolidated operations during such period, certified by a Responsible Officer; (c) as soon as available, but in any event within ninety (90) days after the end of Borrowers' fiscal year, audited consolidated financial statements of Parent prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from an of Ernst & Young LLP or other independent certified public accounting firm reasonably acceptable to Bank (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiid) within ten (10) days of filing, copies of all statements, reports and notices sent or made available generally by any Borrower to Borrower’s its security holders or to any holders of Subordinated Debt and and, within five (5) days of filing, all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the SECSecurities and Exchange Commission; (ive) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened filed against any Borrower or any Subsidiary that could result in damages or costs to any Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00250,000) or more; (vf) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time generally prepared by Borrowers in the ordinary course of business; and (g) within thirty (30) days of February 1 and August 1 of each year in which any Obligations are outstanding, unless an Event of Default has occurred and is continuing, a report signed by Borrowers, in form reasonably acceptable to Bank, listing any applications or registrations that any 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 Borrowers' intellectual property, including but not limited to any subsequent ownership right of Borrowers in or to any Trademark, Patent or Copyright not specified in EXHIBITS A, B, and C of the Intellectual Property Security Agreements delivered to Bank by each Borrower in connection with this Agreement. Within thirty (30) days after the last day of each month in which Bank's Credit Extensions are limited by the Borrowing Base, Parent shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of EXHIBIT C hereto, together with aged listings of accounts receivable and accounts payable. Parent 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. Bank shall have a right from time to time hereafter to audit Borrowers' Accounts and appraise Collateral at Borrowers' expense, provided that such audits will not be conducted more frequently than semi-annually unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. (a) Deliver Borrowers shall deliver the following to Bank: (ia) as soon as available, but no later than in any event within thirty (30) days after the last day of each Reconciliation Periodmonth, (i) a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during the period certified Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, (ii) aged listings of accounts receivable and in accounts payable by invoice date, and (iii) a form acceptable to BankMonthly Recurring Revenue report for the trailing 12 months; (iib) as soon as available, but no later than in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement covering Parent’s and its Subsidiaries’ consolidated and consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (c) as soon as available, but in any event within one hundred eighty (180) days after the last day end of BorrowerParent’s fiscal year, audited consolidated and consolidating financial statements of Parent 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 (it being understood acknowledged that Ernst XxXxxxxxx & Young LLP, the Company’s auditor as of the Effective Date Xxxxx LLP is acceptable to Bank); (iiid) within ten as soon as available, but in any event no later than the earlier to occur of sixty (1060) days following the beginning of filingeach fiscal year or the date of approval by Parent’s board of directors, 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, approved by Parent’s board of directors, and in a form and substance acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by a Borrower to Borrower’s its security holders or to any holders of Subordinated Debt and and, if applicable, all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the Securities and Exchange Commission, with Borrower’s posting of materials on the SEC’s XXXXX database satisfying such reporting obligation; (ivf) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.0050,000) or more; (v) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vig) 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: (i) as soon as available, but no later than (A) thirty (30) days after the last day of each Reconciliation Periodmonth 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, 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 eighty twenty (180120) 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 Bank (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank)in its reasonable discretion; (iii) within ten five (105) 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 SECSecurities and Exchange Commission 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) annually, and as soon as availablemay otherwise be reasonably requested by Bank, but Board-approved financial projections no later than thirty sixty (3060) days after approval by Borrower’s Board of Directors, annual financial projections for the following fiscal year end (and any amendments thereto approved by Borrower’s Board of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projectionsBoard); 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 the following to Bank: (ia) as soon as available, but no later than thirty in any event within twenty (3020) days after the last day end of each Reconciliation Periodquarter, a company prepared consolidated balance sheet sheet, income, and income cash flow statement covering Borrower’s consolidated operations during the period such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and 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 eighty twenty (180120) days after the last day end of Borrower’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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten (10) 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 SECSecurities 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 result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.0050,000) or more; (ve) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time generally prepared by Borrower in the ordinary course of business; and (f) within twenty (20) 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, 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. Within fifteen (15) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable. Within twenty (20) after the last day of each month, Borrower shall 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 and appraise Collateral 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 Bank: (ia) as soon as available, but no later than thirty in any event within forty-five (3045) days after the last day end of each Reconciliation Periodmonth, 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 eighty (180) in any event within ninety days after the last day end of Borrower’s 's fiscal year, audited consolidated financial financing 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten five (105) 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 SECSecurities 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 result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00200,000) or more; (ve) as soon as availableprompt notice of any material change in the composition of the Intellectual Property Collateral, including, but no later than not limited to, any subsequent ownership right of the Borrower in or to any Copyright, Patent or Trademark not specified in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely effects the value of the Intellectual Property Collateral; and (f) such annual budgets, or other financial information as Bank may reasonably request from time to time. Within fifteen (15) days after the last day of any month in which any Credit Extension is outstanding hereunder, and/or for the most recent month for which information is available with respect to any Advance requested hereunder, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable. Within thirty (30) days after approval the last day of each quarter, Borrower shall deliver to Bank a Compliance Certificate signed by Borrower’s Board a Responsible Officer in substantially the form 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by BankExhibit D hereto.

Financial Statements, Reports, Certificates. Deliver to Agent, with copies to each Lender: (a) Deliver to Bank: (i) as soon as available, but no later than thirty in any event within 45 days after the end of each month during each of Borrower's fiscal years, a company prepared balance sheet, income statement, and statement of cash flow covering Borrower's operations during such period; and (30b) as soon as available, but in any event within 90 days after the end of each of Borrower's fiscal years, financial statements of Borrower for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis acceptable to Agent so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the SEC, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other information reasonably requested by the Lender Group relating to the financial condition of Borrower. Each month, together with the financial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Agent, with copies to each Lender, a certificate signed by its chief financial officer to the effect that: (i) all financial statements delivered or caused to be delivered to any one or more members of the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year- end audit adjustments) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) for each month that also is the date on which a financial covenant in Section 7.20 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20, and (iv) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). As soon as available and in any event within forty-five (45) days after the last day of each Reconciliation Periodcalendar 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 availablereport, but no later than one hundred eighty (180) 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iii) within ten (10) 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 SEC; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (v) as 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 satisfactory to Borrower’s venture capital investorsthe Agent, together with any related business forecasts used in setting forth as of the preparation last Business day of such annual financial plans calendar quarter, a true and projections; and complete list of all Hedging Agreements (vi) budgetsincluding commodity price swap agreements, sales projectionsforward agreements or contracts of sale which provide for prepayment for deferred shipment or delivery of oil, operating plans gas or other commodities) of the Borrower and each Subsidiary, the material terms thereof (including the type, term, effective date, termination date and notional amounts or volumes), the net mark to market values therefor, any new credit suppxxx agreements relating thereto, any margin required or supplied under any credit support document, and the counterparty to each such agreement; provided, however, that if there have been no changes since the date of the immediately preceding such report delivered by Borrower to Agent, delivery by Borrower of a report which states "no changes since date of immediately preceding report" (or words of equivalent substance) shall be acceptable for purposes of this paragraph. Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent whatever financial information reasonably requested by Bankconcerning Borrower that Agent may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, at Borrower's expense, copies of Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Agent any information they may have regarding Borrower's business affairs and financial conditions.

Financial Statements, Reports, Certificates. (a) Deliver Each Borrower shall deliver the following to Bank: (ia) as soon as available, but no later than in any event within thirty (30) days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated balance sheet sheet, income, and income cash flow statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to BankBank and certified by a Responsible Officer; (iib) as soon as available, but no later than one hundred eighty in any event within ninety (18090) days after the last day end of Borrower’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 Bank; (it being understood that Ernst & Young LLPc) within sixty (60) days after the last day of each fiscal year, a financial forecast for the Company’s auditor as of the Effective Date is acceptable current fiscal year in form and substance satisfactory to Bank); (iiid) within ten (10) 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 and, if applicable, all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the SECSecurities 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 result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (ve) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time; and (f) within thirty (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, 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. Within twenty (20) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable. 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 and appraise Collateral 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 and the fees for such audits shall be reasonable and customary for a transaction of this type.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (ia) as soon as available, but no later than in any event within thirty (30) days after the last day end of each Reconciliation Periodmonth (or after the end of each fiscal quarter when Borrower is in compliance with Section 6.11), 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 eighty in any event within ninety (18090) 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten five (105) 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 SECSecurities 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 result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (v) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vie) 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 the monthly financial statements ( or with the Form 10-Q and 10-K, when monthly financial statements are not required) 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 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 Bank: (i) as soon as available, but no later than thirty (30) in any event within 45 days after the last day end of each Reconciliation Periodfiscal quarter of Borrower, a company prepared consolidating and consolidated balance sheet financial statements of Borrower covering such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and income statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and in a form acceptable to BankOfficer; (ii) as soon as available, but no later than one hundred eighty (180) in any event within 25 days after the last day end of each fiscal year of Borrower’s fiscal year, audited company prepared consolidating and consolidated annual financial statements of Borrower, prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm in a form reasonably acceptable to Bank (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank)and certified by a Responsible Officer; (iii) within ten (10) days of filingas soon as 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 (a) within 90 of Borrower’s fiscal year end all reports on Form 10-K, 10-Q and 8-K filed with the SECSecurities and Exchange Commission and (b) within 45 days of Borrower’s fiscal quarter end all reports on Form 10-Q 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 Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 250,000 or more; (v) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) 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 (vi) within 45 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.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (i) as soon as available, but no later than thirty (30) days after the last day of each Reconciliation 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 eighty (180) 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iii) within ten (10) 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 report on Form 10-K, 10-Q and 8-K filed or required to be filed with the SECSecurities and Exchange Commission; (ivc) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000) or more; (vd) as soon as availablepromptly upon their becoming available (and in any event within five (5) Business Days thereafter), but no later than thirty copies of (30i) all financial statements, reports, notices, proxy statements and other information that Borrower sends or generally makes available to any class of its security holders or that any Subsidiary sends or generally makes available to any class of its security holders, (ii) all regular and periodic reports and all registration statements, forms and prospectuses that Borrower or any Subsidiary files with any securities exchange or with the Securities and Exchange Commission, to the extent that such documents are not already required to be delivered under clauses (a) and (b) of this Section 6.3, and (iii) all press releases and other statements that Borrower or any Subsidiary makes generally available to the public concerning material developments in the business of Borrower or any Subsidiary; (e) within fifteen (15) days after approval by Borrower’s Board the end of Directorseach calendar month after the Closing Date during which the Borrowing Base formula is in effect, annual financial projections for (i) a detailed aged trial balance of the following fiscal year approved by Borrower’s Board of Directors and commensurate Accounts, in form and substance with those provided satisfactory to Borrower’s venture capital investorsBank, together with any related business forecasts used in its sole discretion, including, without limitation, the preparation names and addresses of such annual financial plans all Account Debtors, (ii) a detailed accounts payable aging, in form and projectionssubstance satisfactory to Bank, in its sole discretion, (iii) an inventory report, in form and substance satisfactory to Bank, in its sole discretion, and (iv) a backlog report, in form and substance satisfactory to Bank, in its sole discretion; and (vif) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested by request from time to time. Bank shall have a right from time to time hereafter to conduct a field exam and to audit Accounts and Inventory at Borrower's expense, provided that such audits will be conducted no more often than once every six (6) months, unless an Event of Default has occurred and is continuing, in which case Bank may conduct such audits, at Borrower's expense, as frequently as Bank deems appropriate. Bank may destroy or otherwise dispose of any documents delivered to Bank six (6) months after Bank's receipt thereof.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (ia) as soon as available, but no later in any event within (i) thirty (30) days of the end of each fiscal quarter when the balance of all outstanding Advances (including the face amount of outstanding Letter of Credit and the Exchange Reserve) is less than $500,000 or (ii) thirty (30) days after the last day end of each Reconciliation Periodmonth when the balance of outstanding Advances (including the face amount of outstanding Letters of Credit and the Exchange Reserve), 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 eighty twenty (180120) 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten five (105) 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 SECSecurities 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 result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (v) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vie) 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 in which any Advances (including any Letters of Credit or the Exchange Reserve) 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. Borrower shall deliver to Bank with the quarterly or monthly financial statements, whichever is required by the terms of this section 6.3, 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, 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 Bank: (i) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated 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 eighty (180) in any event within 120 days after the last day end of BorrowerVistaPrint Limited’s fiscal year, audited consolidated and consolidating financial statements of the Consolidated Company 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank)firm; (iii) within ten (10) 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 10-K, 10-Q and 8-K filed with the SECDebt; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more, including but not limited to, any proceedings to assert or to enforce construction liens or other involuntary liens, including any lien arising under the Construction Lien Act (Ontario); (v) as soon as availablepromptly upon receipt, but each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) annual budget and forecast no later than thirty June 30 of each year, (30vii) 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) 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 (viii) 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 any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. (a) Deliver Borrower will deliver to Bank: (i) until Borrower meets the IPO and EBITDA Conditions and continues to have as of the last day of each month EBITDA that is equal to or greater than zero dollars ($0.00), as soon as available, but no later than thirty (30) 30 days after the last day of each Reconciliation Periodmonth, 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; (ii) until Borrower meets the IPO and EBITDA Conditions and continues to have as soon as availableof the last day of each month EBITDA that is equal to or greater than zero dollars ($0.00), but no later than one hundred eighty (180) within the earlier of 5 days after receipt of its audited consolidated financial statements or 180 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iii) within ten (10) 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 SEC; (iv) a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 250,000 or more; (v) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (viiv) budgets, sales projections, operating plans or other financial information Bank reasonably requested by requests; and (v) prompt notice of any material change in the composition of the Intellectual Property, including any subsequent ownership right of Borrower in or to any Copyright, Patent or Trademark or knowledge of an event that materially adversely affects the value of the Intellectual Property. So long as Borrower meets the IPO and EBITDA Conditions and continues to have as of the last day of each month EBITDA that is equal to or greater than zero dollars ($0.00), within 5 days of filing, Borrower shall deliver to Bank: (i) Borrower’s Form 10-K filed with the Securities and Exchange Commission; and (ii) Borrower’s Form 10-Q filed with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (ia) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each Reconciliation Periodcalendar 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 acceptable to BankBank and certified by a Responsible Officer; (iib) as soon as available, but no later than one hundred eighty (180) in any event within 90 days after the last day end of Borrower’s 's fiscal yearyear commencing with the fiscal year ended December 31, 2002, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (other than a qualification as to going concern based solely upon the possible failure of the Merger to be consummated) 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) quarterly financial statements as soon as available, but in any event within ten 45 days after the end of Borrower's fiscal quarter prepare in accordance with GAAP, consistently applied; (10d) 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 SECSecurities 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 result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (vf) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) 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 (g) 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 Borrower shall deliver the following to Bank: (ia) as soon as available, but no later than thirty within twenty five (3025) days after the last day of each Reconciliation Periodmonth, aged listings of accounts receivable and accounts payable and an Inventory Report, together with a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto; (b) within forty five (45) days after the end of each fiscal quarter, a company prepared consolidated balance sheet sheet, income, and income cash flow statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (iic) on a semi-annual basis as determined by Bank, an audit of Borrower’s accounts receivable and Inventory performed by Bank at Borrower’s expense; (d) as soon as available, but no later than in any event within one hundred eighty twenty (180120) days after the last day end of Borrower’s fiscal year, audited consolidated financial statements of Borrower prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the financial statements from reviewed by an independent certified public accounting firm reasonably acceptable to Bank (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank)[CONFIRM CURRENT FIRM ACCEPTABLE]; (iiie) within ten (10) as soon as available, but in any event, no later than 30 days of filing, tax returns of the guarantor and, concurrently therewith, a personal financial statement of guarantor reflecting guarantor’s financial position as of a date not more than 30 days prior to the date of submittal; (f) 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 and, if applicable, all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the SECSecurities 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 result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.0050,000) or more; (v) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vih) such budgets, sales projections, operating plans or plans, other financial information including information related to the verification of Borrower’s Accounts as Bank may reasonably requested by Bankrequest from time to time.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (ia) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each Reconciliation Periodcalendar 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 acceptable to BankBank and certified by a Responsible Officer; (iib) as soon as available, but no later than one hundred eighty (180) in any event within 120 days after the last day end of Borrower’s '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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten (10) 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 SECSecurities 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 result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 100,000 or more; (ve) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) 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 Viewlocity shall deliver to Bank: (ia) as soon as available, but no later than thirty in any event within twenty-five (3025) days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated balance sheet and income statement covering Borrower’s Viewlocity'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 eighty in any event within ninety (18090) days after the last day end of Borrower’s Viewlocity's fiscal year, audited consolidated financial statements of Viewlocity 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten (10) days of filingif applicable, copies of all statements, reports and notices sent or made available generally by Viewlocity 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 SECSecurities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower Viewlocity or any Subsidiary that could result in damages or costs to Borrower Viewlocity or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.0050,000) or more; (ve) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time generally prepared by Viewlocity in the ordinary course of business; and (f) within thirty (30) days of the last day of each fiscal quarter, a report signed by Viewlocity, in form reasonably acceptable to Bank, listing any applications or registrations that any 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 any Borrower's intellectual property, including but not limited to any subsequent ownership right of any 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 a Borrower in connection with this Agreement. Within twenty-five (25) days after the last day of each month, Viewlocity shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of EXHIBIT C hereto, together with aged listings of accounts receivable and accounts payable. Viewlocity 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 a Borrower's Accounts and appraise Collateral at Borrowers' 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 the following to Bank: (ia) as soon as available, but no later than thirty in any event within forty five (3045) days after the last day end of each Reconciliation Periodquarter, a company prepared consolidated balance sheet sheet, income, and income cash flow statement covering Borrower’s consolidated 's operations during the period such period, prepared in accordance with GAAP on a consolidated and consolidating basis, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer and (Borrower shall deliver such financial information on a monthly basis within twenty (20) days after the end of each month for any month in a form acceptable to Bankwhich the aggregate amount of the outstanding Advances plus the aggregate undrawn face amount of all outstanding Letters of Credit exceeded $200,000 at any time); (iib) as soon as available, but no later than one hundred eighty in any event within ninety (18090) 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten (10) 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 Forms 10-K, K and 10-Q and 8-K filed with the SECSecurities and Exchange Commission (to the extent their delivery is not already required pursuant to subsections (a) and (b) above); (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.0050,000) or more; (ve) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time generally prepared by Borrower in the ordinary course of business; and (f) within forty five (45) 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, 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. Within fifteen (15) days after the last day of each month in which the aggregate amount of the outstanding Advances plus the aggregate undrawn face amount of all outstanding Letters of Credit exceeds $200,000 at any time, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of EXHIBIT C hereto, together with aged listings of accounts receivable and accounts payable. Borrower shall deliver to Bank with the quarterly and (if required) 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 and appraise Collateral 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 the following to Bank: (ia) as soon as available, but no later than thirty in any event within forty-five (3045) days after the last day end of each Reconciliation Periodquarter, a company Borrower prepared consolidated balance sheet sheet, income statement, and income cash flow statement covering Borrower’s consolidated operations during the period certified by a Responsible Officer and such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to BankBank (it being agreed that the form delivered by Borrower to Bank prior to the Closing Date shall be deemed acceptable) along with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (iib) as soon as available, but no later than one hundred eighty in any event within forty-five (18045) days after the last day end of each quarter, a Borrower prepared quarterly recurring revenue report, in form and substance acceptable to Bank; (c) as soon as available, but in any event within one hundred twenty (120) days after the end of Borrower’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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiid) within ten (10) 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 and, if applicable, all reports on Form Forms 10-K, K and 10-Q and 8-K filed with the SECSecurities 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 result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty One Thousand Dollars ($250,000.00100,000) or more, or any commercial tort claim acquired by Borrower; (vf) as soon as available, but in any event no later than thirty sixty (3060) days after approval by the end of Borrower’s Board of Directorsfiscal year, annual financial operating projections (including income statements, balance sheets and cash flow statements presented in a monthly format) for the following fiscal year year, approved by Borrower’s Board of Directors and commensurate in form and substance with those provided reasonably satisfactory to Borrower’s venture capital investorsBank, together with any related business forecasts used in the preparation of such annual financial plans and projections; and (vig) such budgets, sales projections, operating plans or plans, other financial information as Bank may reasonably requested by Bankrequest from time to time.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (ia) as soon as available, but no later than thirty (30) in any event within 50 days after the last day end of each Reconciliation Periodfiscal quarter, except the last quarter, a company prepared consolidated balance sheet and sheet, income statement covering and statement of cash flows for Multimedia Games, Inc. and all of its Subsidiaries, including without limitation Borrower’s consolidated , for operations during the period such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer Officer; provided, however, that if the Obligations on any day during a month exceed $15,000,000.00, then for that month and each month thereafter until a month during which the Obligations do not exceed, on any day, $15,000,000.00, the foregoing reports shall be delivered on a monthly basis, as soon as available but in a form acceptable to Bankany event within 30 days after the end of the applicable month(s); (iib) as soon as available, but no later than one hundred eighty (180) in any event within 95 days after the last day end of Borrower’s the fiscal yearyear of Multimedia Games, Inc., audited consolidated financial statements of Multimedia Games, Inc. and all of its Subsidiaries, including without limitation 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 (it BDO Xxxxxxx, LLP being understood that Ernst & Young LLP, the Company’s auditor confirmed as of the Effective Date is currently reasonably acceptable to Bank); (iiic) within ten (10) days of filingif applicable, copies of all statements, reports and notices sent or made available generally by Multimedia Games, Inc. or any of its Subsidiaries, including without limitation Borrower, to Borrower’s their respective 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 SECSecurities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower Multimedia Games, Inc. or any Subsidiary of its Subsidiaries, including without limitation Borrower, that could result in damages or costs to Borrower Multimedia Games, Inc. or any Subsidiary of Two Hundred Fifty Thousand Dollars (its Subsidiaries, including without limitation Borrower, of $250,000.00) 100,000 or more; (ve) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information generally prepared by Multimedia Games, Inc. or any of its Subsidiaries, including without limitation Borrower, in the ordinary course of business as Bank may reasonably requested request from time to time; (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 or any Guarantor 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 each of the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement; and (g) as soon as available, but in any event no later than September 15th of each fiscal year, a company prepared pro-forma consolidated balance sheet and income statement for the next succeeding fiscal year for Multimedia Games, Inc. and all of its Subsidiaries, including without limitation Borrower, containing good faith financial projections for the next succeeding fiscal year, prepared in accordance with GAAP, consistently applied, to the extent applicable, and otherwise in a form reasonably acceptable to Bank and certified by a Responsible Officer.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (i) as soon as available, but no later than thirty (30) in any event within 30 days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated 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 eighty (180) in any event within 90 days after the last day end of Borrower’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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iii) within ten (10) 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 SECSecurities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) 250,000 or more; (v) as soon as availablepromptly upon receipt, but no later than thirty (30) days after approval each management letter prepared by Borrower’s Board of Directors, annual financial projections for the following fiscal year approved by independent certified public accounting firm regarding Borrower’s Board of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projectionsmanagement control systems; 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 (vii) 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 any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver the following to Bank: (i) as soon as available, but no later than in any event within thirty (30) days after the last day end of each Reconciliation Periodcalendar month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated 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 in any event within one hundred eighty twenty (180120) days after the last day end of Borrower’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 (it being understood that Ernst & Young LLP, which shall not differ materially adversely from the Company’s auditor as of company prepared financial statements for the Effective Date is acceptable to Banksame period); (iii) within ten (10) 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 SECSecurities and Exchange Commission; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary Guarantor that could result in uninsured damages or costs to Borrower or any Subsidiary Guarantor of Two Hundred Fifty Thousand Dollars ($250,000.00250,000) or more; (v) as soon as availablepromptly upon receipt, but no later than thirty (30) days after approval each management letter prepared by Borrower’s Board of Directors, annual financial projections for the following fiscal year approved by independent certified public accounting firm regarding Borrower’s Board of Directors and commensurate in form and substance with those provided to Borrower’s venture capital investors, together with any related business forecasts used in the preparation of such annual financial plans and projectionsmanagement control systems; 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 but not limited to Borrower’s annual business plan including operating budget within thirty (30) days of each new fiscal year; and (vii) within thirty (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 any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement.

Financial Statements, Reports, Certificates. (a) Deliver Borrowers shall deliver the following to Bank: (ia) as soon as available, but no later than in any event within thirty (30) days after the last day end of each Reconciliation Periodfiscal quarter, a company prepared unaudited consolidated and consolidating balance sheet sheets and income statements for Borrowers and a consolidated cash flow statement for Borrowers covering Borrower’s their consolidated and consolidating operations during the period such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Bank and certified by a Responsible Officer (subject to normal quarterly audit adjustments and in a form acceptable to Bankthe absence of footnotes); (iib) as soon as available, but no later than in any event within one hundred eighty twenty (180120) days after the last day end of Borrower’s each fiscal year, audited consolidated and consolidating financial statements of Borrowers prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the such financial statements from an the independent certified public accounting firm of Price Waterhouse Coopers or any other independent certified public accounting firm reasonably acceptable to Bank (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten (10) days of filingif applicable, copies of all statements, reports and consolidating financial statements prepared by any Borrowers 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 SECSecurities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Five Hundred Fifty Thousand Dollars ($250,000.00500,000) or more; (ve) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time generally prepared by Borrower in the ordinary course of business; (f) within thirty (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, the status of any outstanding applications or registrations, information and documents to facilitate the amendment and/or supplementation of Bank’s filings on each Borrower’s Intellectual Property at the United States Copyright Office and the United States Patent Office, as well as any material change in Borrower’s intellectual property, including but not limited to any subsequent ownership right (including rights under the License Agreement or any other exclusive license) 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; and (g) promptly upon receipt of notice thereof, a report of any dispute, claim, default or other failure to perform under any real property lease to which any Borrower is a party or by which it is bound that could result in damages or costs to Borrower or any Subsidiary of Five Hundred Thousand Dollars ($500,000) or more, or that could have a Material Adverse Effect. Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable and, beginning with the month ending August 31, 2002, an inventory report, each in form and substance acceptable to Bank, within one (1) days after the last day of each week provided that each month-end inventory report provided to Bank shall carry over for the following month’s weekly reports. During any Target Covenant Compliance Period Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable and an inventory report, each in form and substance acceptable to Bank, within twenty (20) days after the last day of each month. Borrower shall deliver to Bank with the quarterly financial statements and calculations 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 and appraise Collateral, including but not limited to Inventory, 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 and further provided that during any Target Covenant Compliance Period such audits will be conducted no more often than once each year unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. (a) Deliver to BankAgent (and if so requested by Agent, with copies for each Lender) each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to Agent: (i) as soon as available, but no later than thirty in any event within 30 days (3045 days in the case of a fiscal month that is the end of one of Parent’s fiscal quarters) days after the last day end of each Reconciliation Periodfiscal month during each of Parent’s fiscal years, a company prepared (a) an unaudited consolidated and consolidating balance sheet sheet, income statement, statement of cash flow, and income statement of shareholder’s equity covering BorrowerParent’s consolidated and its Subsidiaries’ operations during such period and compared to the period certified by plan, and (b) a Responsible Officer and in a form acceptable Compliance Certificate along with the underlying calculations, including the calculations to Bank; arrive at the Fixed Charge Coverage Ratio (ii) regardless of whether the Fixed Charge Coverage Ratio is then required to be tested under Section 7 of the Agreement). as soon as available, but no later than one hundred eighty (180) in any event within 90 days after the last day end of Borrowereach of Parent’s fiscal years, (c) consolidated and consolidating financial statements of Parent and its Subsidiaries for each such fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an by independent certified public accounting firm accountants reasonably acceptable to Bank Agent and certified, without any qualifications (it being understood that Ernst & Young LLPincluding any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the Company’s auditor as effect of which would be to cause any noncompliance with the provisions of Section 7 of the Effective Date is acceptable Agreement), by such accountants to Bankhave been prepared in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, statement of cash flow, and statement of shareholder’s equity, and, if prepared, such accountants’ letter to management); , and (iiid) within ten (10) 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 a Compliance Certificate along with the SEC; underlying calculations, including the calculations to arrive at the Fixed Charge Coverage Ratio (iv) a prompt report regardless of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs whether the Fixed Charge Coverage Ratio is then required to Borrower or any Subsidiary be tested under Section 7 of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (v) the Agreement). as soon as available, but no later than thirty in any event within 30 days prior to the start of each of Parent’s fiscal years, (30e) days after approval by Borrower’s Board copies of Directorsthe Loan Parties’ Projections, annual financial projections for the following fiscal year approved by Borrower’s Board of Directors and commensurate in form and substance (including as to scope and underlying assumptions) satisfactory to Agent, in its Permitted Discretion, for the forthcoming 3 years, year by year, and for the forthcoming fiscal year, month by month, certified by the chief financial officer of Parent as being such officer’s good faith estimate of the financial performance of the Loan Parties during the period covered thereby. if and when filed by Parent, (f) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (g) any other filings made by Parent with those the SEC, and (h) any other information that is provided by Parent to Borrower’s venture capital investorsits shareholders generally. promptly, together with but in any related business forecasts used in the preparation event within 5 days after any Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, (i) notice of such annual financial plans event or condition and projections; and a statement of the curative action that Borrowers propose to take with respect thereto. promptly after the commencement thereof, but in any event within 5 days after the service of process with respect thereto on Parent or any of its Subsidiaries, (vij) budgetsnotice of all actions, sales projectionssuits, operating plans or proceedings brought by or against Parent or any of its Subsidiaries before any Governmental Authority which reasonably could be expected to result in a Material Adverse Effect. upon the request of Agent, (k) any other financial information reasonably requested relating to the financial condition of Parent or its Subsidiaries. Information required to be delivered pursuant to clauses (a) (as to fiscal quarters only), (b), (f), (g) and (h) shall be deemed to have been delivered if such information, or one or more annual, quarterly or other reports containing such information, shall have been posted on Parent’s website on the internet (currently hxxx://xxx.xxxxx.xxx) or by Bank.Agent on SyndTrak or a similar site to which the Lenders have been granted access or shall be available on the website of the Securities and Exchange Commission at hxxx://xxx.xxx.xxx; provided that Parent shall deliver paper copies of such information to Agent or any Lender that reasonably requests such delivery; and provided further that such information shall only be deemed to have been delivered when posted on any such website upon notification by Parent to Agent of such posting (which notification, notwithstanding the terms of Section 11 of the Agreement, may be given by electronic mail without requirement of Parent’s receipt of an acknowledgment from Agent as to delivery). Schedule 5.2

Financial Statements, Reports, Certificates. (a) Deliver Borrower ------------------------------------------- shall deliver to Bank: (ia) as soon as available, but no later than thirty in any event within forty five (3045) days after the last day end of each Reconciliation Periodfiscal quarter, 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 eighty in any event within ninety (18090) 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten five (105) 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 SECSecurities 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 result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00200,000) or more; (v) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vie) such budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time. Prior to any extension of credit under any of Sections 2.2, 2.2.1 or 2.2.2, within thirty (30) days after the last day of each month, and so long as any such extension is outstanding, Borrower shall deliver to Bank a Borrowing Base Certificate signed by Banka Responsible Officer in substantially the form of Exhibit D hereto, together with aged listings of accounts receivable and --------- accounts payable. Borrower shall deliver to Bank a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit E hereto within thirty --------- (30) days of the last day of each fiscal quarter. Prior to any extension of credit under any of Sections 2.2, 2.2.1 or 2.2.2, and so long as any such extension is outstanding, 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 Bank: (ia) as soon as available, but no later than thirty in any event within twenty five (3025) days after the last day end of each Reconciliation Periodmonth (other than the last month of each fiscal year in which event the annual audited statement shall be furnished), 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 eighty in any event (180i) on or before March 31, 1999 with respect to the Borrower's fiscal year 1998, and (ii) within ninety (90) days after the last day end of Borrower’s 's fiscal yearyear commencing with the fiscal year 1999, 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten five (105) 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 SECSecurities 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 result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00200,000) or more; (v) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vie) such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within twenty five (25) days after the last day of each month in which there are any Obligations outstanding or Advances are requested, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of EXHIBIT C hereto, together with aged listings of accounts receivable, PROVIDED HOWEVER that in the event aggregate Credit Extensions made, or outstanding, in any month exceed sixty percent (60%) of the lesser of (i) the Committed Revolving Line, or (ii) Borrowing Base, the Borrower shall thereafter provide Borrowing Base Certificates to the Bank on a bi-weekly basis to be delivered to the Bank within five (5) days after the end of each two (2) week calendar period. Notwithstanding the foregoing, Borrower shall not be required to deliver a Borrowing Base Certificate for any month in which Borrower has not requested Advances and no Obligations are outstanding. 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 D hereto. Bank shall have a right to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every six (6) months. Notwithstanding the foregoing, Bank shall have the right to audit Borrower's Accounts at any time after an Event of Default has occurred and is continuing, at the Borrower's expense in each instance. The initial audit shall take place prior to the making of any Advances hereunder.

Financial Statements, Reports, Certificates. (a) Deliver to Bank: (ia) as soon as available, but no later than thirty (30) in any event within 50 days after the last day end of each Reconciliation Periodfiscal quarter, except the last quarter, a company prepared consolidated balance sheet and sheet, income statement covering and statement of cash flows for Multimedia Games, Inc. and all of its Subsidiaries, including without limitation Borrower’s consolidated , for operations during the period such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Bank and certified by a Responsible Officer and in a form acceptable to BankOfficer; (iib) as soon as available, but no later than one hundred eighty (180) in any event within 95 days after the last day end of Borrower’s the fiscal yearyear of Multimedia Games, Inc., audited consolidated financial statements of Multimedia Games, Inc. and all of its Subsidiaries, including without limitation 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 (it BDO Xxxxxxx, LLP being understood that Ernst & Young LLP, the Company’s auditor confirmed as of the Effective Date is currently reasonably acceptable to Bank); (iiic) within ten (10) days of filingif applicable, copies of all statements, reports and notices sent or made available generally by Multimedia Games, Inc. or any of its Subsidiaries, including without limitation Borrower, to Borrower’s their respective 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 SECSecurities and Exchange Commission; (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower Multimedia Games, Inc. or any Subsidiary of its Subsidiaries, including without limitation Borrower, that could result in damages or costs to Borrower Multimedia Games, Inc. or any Subsidiary of Two Hundred Fifty Thousand Dollars (its Subsidiaries, including without limitation Borrower, of $250,000.00) 100,000 or more; (ve) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information generally prepared by Multimedia Games, Inc. or any of its Subsidiaries, including without limitation Borrower, in the ordinary course of business as Bank may reasonably requested request from time to time; (f) within 50 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 or any Guarantor 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 each of the Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the Original Agreement; and (g) as soon as available, but in any event no later than July 31 of each fiscal year, a company prepared pro-forma consolidated balance sheet and income statement for the next succeeding fiscal year for Multimedia Games, Inc. and all of its Subsidiaries, including without limitation Borrower, containing good faith financial projections for the next succeeding fiscal year, prepared in accordance with GAAP, consistently applied, to the extent applicable, and otherwise in a form reasonably acceptable to Bank and certified by a Responsible Officer.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to Bank: (ia) as soon as available, but no later than in any event within thirty (30) days after the last day end of each Reconciliation Periodcalendar 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, prepared in accordance with GAAP, consistently applied, in a form acceptable to BankBank and certified by a Responsible Officer; (iib) as soon as available, but no later than in any event within one hundred eighty twenty (180120) days after the last day end of Borrower’s 's fiscal year, an annual report and 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iiic) within ten (10) 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 SECSecurities and Exchange Commission within five (5) days of filing (or 95 days of calendar quarter end for the from 10-K or 50 days of calendar quarter end for the form 10-Q); (ivd) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000.00100,000) or more; (ve) as 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information as Bank may reasonably requested request from time to time generally prepared by Borrower in the ordinary course of business; and (f) within thirty (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, 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. If Advances under the Committed Revolving Line, including Letters of Credits and availability used under the Committed Revolving Line for FX Forward Contracts, exceed Three Million Dollars ($3,000,000), then within twenty (20) days after the last day of each month, Borrower shall deliver to Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable and a report of deferred revenue. Borrower shall deliver to Bank with the 10-Q reports 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 and appraise Collateral 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; provided, however, that if Advances under the Committed Revolving Line, including Letters of Credit and availability used under the Committed Revolving Line for FX Forward Contracts, exceed Three Million Dollars ($3,000,000), then such audits may be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Deliver to Agent and each Lender: (a) Deliver to Bank: (i) as soon as available, but no later than in any event within thirty (30) days after the last day end of each Reconciliation Periodmonth during each of Loan Parties' fiscal years, a company prepared consolidated balance sheet sheet, income statement, and income statement of cash flow covering Borrower’s consolidated Loan Parties' operations during the period certified by a Responsible Officer such period; and in a form acceptable to Bank; (iib) as soon as available, but no later than in any event within one hundred eighty twenty (180120) days after the last day end of Borrower’s each of Loan Parties' fiscal years, consolidated financial statements of Loan Parties for each such fiscal year, audited consolidated financial statements by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications, by such accountants to have been prepared under in accordance with GAAP, consistently applied, together with a certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default with respect to financial or accounting matters of the Borrowers. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Borrowers agree to deliver financial statements of Loan Parties prepared on an unqualified opinion unaudited consolidating basis so as to present such Loan Parties and each such related entity separately, and on a consolidated basis. Together with the above, Borrowers also shall deliver to Agent and each Lender any Loan Party's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Loan Parties with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Loan Parties to their shareholders, as soon as the same is provided to any such parties, and any other report reasonably requested by Agent relating to the financial condition of Loan Parties. Each month, together with the financial statements from provided pursuant to Section 6.3(a), Borrowers shall deliver to Agent and each Lender a certificate signed by their respective chief financial officers to the effect that: (i) all financial statements delivered or caused to be delivered to Agent hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and fairly present the financial condition of Loan Parties, (ii) the representations and warranties of Borrowers contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) for each month that also is the date on which a financial covenant in Section 7.20 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20, and (iv) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrowers have taken, are taking, or propose to take with respect thereto). Loan Parties shall have issued written instructions to their independent certified public accounting firm accountants authorizing them to communicate with Agent and each Lender and to release to Agent and each Lender whatever financial information concerning Loan Parties that Agent may reasonably acceptable request. Borrowers hereby irrevocably authorize and direct all auditors, accountants, or other third parties to Bank (it being understood that Ernst & Young LLPdeliver to Agent and each Lender, the Company’s auditor as of the Effective Date is acceptable to Bank); (iii) within ten (10) days of filingat Borrowers' expense, copies of all Loan Parties' financial statements, reports papers related thereto, 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 SEC; (iv) a prompt report other accounting records of any legal actions pending or threatened against Borrower or nature in their possession, and to disclose to Agent and each Lender any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000.00) or more; (v) as soon as available, but no later than thirty (30) days after approval by Borrower’s Board of Directors, annual information they may have regarding Loan Parties' business affairs and 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 any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information reasonably requested by Bankconditions.

Financial Statements, Reports, Certificates. (a) Deliver Borrower shall deliver to BankBank at both the El Segundo and the Boston offices referenced in Section 10: (i) as soon as available, but no later than thirty (30) in any event within 45 days after the last day end of each Reconciliation Periodquarter, Parent’s report on Form 10-Q filed with the Securities and Exchange Commission, and within 30 days after the end of each quarter a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s consolidated and Parent’s 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 eighty (180) in any event within 120 days after the last day end of BorrowerParent’s fiscal year, a report on Form 10-K filed with the Securities and Exchange Commission, including audited consolidated financial statements of Parent 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 (it being understood that Ernst & Young LLP, the Company’s auditor as of the Effective Date is acceptable to Bank); (iii) within ten (10) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower or Parent 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 SECDebt; (iv) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against any Borrower or any Subsidiary Party that could result in damages or costs to Borrower or any Subsidiary such Person of Two Hundred Fifty Thousand Dollars ($250,000.00) 250,000 or more; (v) promptly upon receipt, each management letter prepared by Parent’s independent certified public accounting firm regarding Borrower’s or Parent’s management control systems; (vi) as soon as available, but no later than thirty (30) days after approval in any event by Borrower’s Board December 31 of Directorseach year, an annual financial projections budget and forecast 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 any related business forecasts used in the preparation of year; (vii) such annual financial plans and projections; and (vi) 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 (viii) 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 or any other Borrower Party 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 any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement.