Common use of COVENANTS OF LESSEE Clause in Contracts

COVENANTS OF LESSEE. Lessee covenants and agrees as follows: (a) Lessee shall furnish Lessor (as to itself and its subsidiaries) (i) within one hundred fifty (150) days after the end of each fiscal year of Lessee, a balance sheet of Lessee as at the end of such year, and the related statements of income and retained earnings and cash flows of Lessee for such fiscal year, prepared in accordance with GAAP, all in reasonable detail and audited by independent certified public accountants of recognized standing selected by Lessee; (ii) within thirty (30) days after the end of each quarter of Lessee’s fiscal year a balance sheet of Lessee as at the end of such quarter, and the related statement of income and retained earnings and cash flows of Lessee for such quarter, prepared in accordance with GAAP (subject to the absence of footnotes and year-end adjustments); (iii) as soon as available, but no later than forty-five (45) days after completion, any 409A valuation report prepared by or at the direction of Lessee, (iv) within thirty (30) days after the end of each month of Lessee’s fiscal year, monthly financial information of Lessee, consisting of a balance sheet of Lessee as at the end of such month, and the related statement of income and retained earnings and cash flows of Lessee, (v) other financial information and reports which are provided by Lessee to its board of directors, at the same time that such information is so provided to Lessee’s board of directors; (vi) Tabula Rasa’s capitalization table promptly after the end of each fiscal year of Tabula Rasa, and promptly after any New Issuance (as defined in the Co-Investment Agreement), (vii) with regard to the each Senior Facility, copies of the borrowing base certificates and compliance certificates furnished to the Senior Lender, within thirty (30) days of the closing of each month, (viii) promptly upon receipt, statements of accounts from Lessee’s primary banking institutions and investment accounts managers; and (ix) such other financial information, operating reports and budgets as Lessor may reasonably require. Lessee shall furnish the information described in this Section 11(a) until Lessee has paid in full all amounts due to Lessor hereunder. Lessee may discharge its obligations under clauses (i) and (ii) of this Section 11(a) by furnishing to Lessor within ten (10) days after the date on which they are filed, all regular periodic reports, forms and other filings required to be made by Lessee and including its financial statements to any governmental agency or instrumentality under Applicable Law. (b) Upon Lessor’s request, Lessee shall promptly execute and deliver to Lessor consents to assignments, certificates of no default and such other documents, instruments and assurances reasonably requested by Lessor to establish and protect its rights and/or interest in the Equipment and the Collateral and to assure that the Lease Documents remain in full force and effect. (c) Lessee shall provide written notice to Lessor: (i) within thirty (30) days prior to any change in its name or its place of business or, if more than one, its chief executive office, or its mailing address or organizational number if it has one and, if Lessee does not have such a number and later obtains one, Lessee shall forthwith notify Lessor of such organizational identification number of Lessee; (ii) promptly upon Lessee becoming aware of the occurrence of any Default or Event of Default; (iii) promptly upon Lessee becoming aware of the commencement or overt threat of any action or proceeding against or affecting Lessee or the Collateral with an amount in controversy equal to or exceeding $1,000,000; (iv) of the commencement of proceedings under Federal bankruptcy laws, or any other insolvency laws (as now or hereafter in effect) involving Lessee or any Person (other than Lessor) holding an interest in the Equipment or Collateral or related property as the debtor; (v) promptly upon Lessee becoming aware of (1) any alleged material violation of Applicable Law by Lessee, or (2) any threatened or actual suspension, revocation or rescission of any Permit necessary for Lessee to be in compliance with the terms hereof; and (vi) promptly after any of the Equipment becomes lost, stolen, destroyed, materially damaged or worn out. (d) Lessee will not change its type of organization, jurisdiction of organization or other legal structure. (e) Lessee shall not attach or incorporate the Equipment to or in any other item of equipment or any realty in such a manner that the Equipment may be deemed to have become an accession to or a part of such other item of equipment or realty. (f) Lessee shall cause each principal item of the Equipment to be marked at all times, in a plain, distinct and legible manner, with the name of Lessor or its designee followed by the words “Lessor and Secured Party,” or other appropriate words designated by Lessor on labels furnished by Lessor. (g) Lessee will (i) refrain from withholding, from payments made by Lessee to Lessor or any Transferee under any Lease Document, any Federal income tax under any section of the Code (including, without limitation; Section 1442) provided that Lessee receives from any Transferee that is a foreign person (and from Lessor, if Lessor is a foreign person), a valid IRS Form W-8 BEN (and any successor form) or such other form or documentation as may be required to qualify payments hereunder for the “portfolio interest” exemption under Code Section 871(h) or 881(c), and (ii) timely file all required information and other returns required under Federal income tax regulations implementing and interpreting Section 871(h) and 881(c) of the Code. (h) Lessee shall not convey, sell, lease, transfer or otherwise dispose of (collectively, a “Transfer”) all or any part of its business or property, except for Transfers of (i) obsolete equipment; (ii) inventory in the ordinary course of business, or (iii) non-exclusive licenses and similar arrangements for the use of property of Lessee in the ordinary course of business. (i) If Lessee prepays all or substantially all of its Indebtedness owing to a third party, whether or not such prepayment is voluntarily or involuntarily made by Lessee before or after any default or acceleration of such obligations, Lessee shall pay, at Lessor’s option and immediately upon notice from Lessor, all or any part of Lessee’s obligations owing to Lessor hereunder. For the avoidance of doubt, if Lessee pays or prepays the Indebtedness described in subsection (l) of the definition of Permitted Indebtedness, Lessee shall provide prior written notice to Lessor of such payment or prepayment and Lessee shall pay, at Lessor’s option and immediately upon notice from Lessor, Lessee’s obligations owing to Lessor hereunder, such amount calculated as under Section 19 hereof. (j) Lessee agrees to xxxxx Xxxxxx the management rights described below (as to itself and its current and future direct and indirect subsidiaries) and further agrees that it (and its current and future direct and indirect subsidiaries) will give due consideration to such input as may be provided by Lessor. In the event Lessor reasonably demonstrates such rights do not satisfy the requirement of the management rights for the purpose of qualifying Lessor’s interest in Lessee and its direct and indirect subsidiaries as a venture capital investment for the purposes of the United States Department of Labor “plan assets” regulation, 29 C.F.R. §2510.3-101, Lessee and Lessor shall reasonably cooperate in good faith to agree upon mutually satisfactory consultation rights that satisfy such regulation, including with respect to Lessee’s direct and indirect subsidiaries. Lessor will be entitled to the following rights: (i) to discuss, and provide advice with respect to, the business operations, properties and financial and other conditions of Lessee and its subsidiaries with their respective officers, employees and directors and the right to consult with and advise their respective senior management (the “Senior Management”) on matters materially affecting the business and affairs of Lessee and its subsidiaries; (ii) to submit business proposals or suggestions to Senior Management from time to time with the requirement that one or more members of Senior Management discuss such proposals or suggestions with Lessor within a reasonable period after such submission and the right to call a meeting with Senior Management in order to discuss such proposals or suggestions; and (iii) (a) to examine the books and records of Lessee and its subsidiaries, and (b) to request such other information at reasonable times and intervals in light of the normal business operations of Lessee and its subsidiaries concerning the general status of the business, financial condition and operations of Lessee and its subsidiaries but only to the extent such information is reasonably available to Lessee and its subsidiaries and in a format consistent with how Lessee and its subsidiaries maintain such information. (k) Lessee shall not create, incur, assume or be liable for any Indebtedness, other than Permitted Indebtedness. The covenants set forth in this Section 11 shall automatically terminate, without further action by any party, immediately upon the payment in full by Lessee of all amounts due to Lessor hereunder. Further, the security interest granted to the Lessor in the Collateral shall automatically, without further action by any party, terminate upon the payment in full by Lessee of all amounts due to Lessor hereunder.

COVENANTS OF LESSEE. Lessee covenants and agrees as follows: (a) Lessee shall furnish Lessor (as to itself and its subsidiaries) (i) within one hundred fifty twenty (150120) days after the end of each fiscal year of Lessee, a balance sheet of Lessee as at the end of such year, and the related statements of income and retained earnings and cash flows of Lessee for such fiscal year, prepared in accordance with GAAP, all in reasonable detail detain and audited certified by independent certified public accountants of recognized standing selected by Lessee; (ii) within thirty (30) days after the end of each quarter of Lessee’s 's fiscal year a balance sheet of Lessee as at the end of such quarter, and the related statement of income and retained earnings and cash flows of Lessee for such quarter, prepared in accordance with GAAP (subject to the absence of footnotes and year-end adjustments); (iii) as soon as available, but no later than forty-five (45) days after completion, any 409A valuation report prepared by or at the direction of Lessee, (iv) within thirty (30) days after the end of each month of Lessee’s fiscal year, monthly financial information of Lessee, consisting of a balance sheet of Lessee as at the end of such month, and the related statement of income and retained earnings and cash flows of Lessee, (v) other financial information and reports which are provided by Lessee to its board of directors, at the same time that such information is so provided to Lessee’s board of directors; (vi) Tabula Rasa’s capitalization table promptly after the end of each fiscal year of Tabula Rasa, and promptly after any New Issuance (as defined in the Co-Investment Agreement), (vii) with regard to the each Senior Facility, copies of the borrowing base certificates and compliance certificates furnished to the Senior Lender, within thirty (30) days of the closing of each month, (viii) promptly upon receipt, statements of accounts from Lessee’s primary banking institutions and investment accounts managers; and (ix) such other financial information, operating reports and budgets as Lessor may reasonably require. Lessee shall furnish the information described in this Section 11(a) until Lessee has paid in full all amounts due to Lessor hereunderGAAP. Lessee may discharge its obligations under clauses (i) and (ii) of this Section 11(a10(a) by furnishing to Lessor within ten thirty (1030) days after the date on which they are filed, all regular periodic reports, forms and other filings required to be made by Lessee and including its financial statements to any governmental agency or instrumentality under Applicable Law. (b) Upon Lessor’s 's request, Lessee shall promptly execute and deliver to Lessor consents to assignmentsassignment, certificates of no default and such other further documents, instruments and assurances reasonably requested by Lessor to establish and protect its rights and/or interest in the Equipment and the Collateral and to assure that the this Lease Documents remain remains in full force and effect. (c) Lessee shall provide written notice to Lessor: (i) within thirty (30) days prior to any change in its the name or its place of business or, if more than one, its chief executive office, or its mailing address or organizational number if it has one and, if Lessee does not have such a number and later obtains one, Lessee shall forthwith notify Lessor of such organizational identification number of Lessee; (ii) promptly upon Lessee becoming aware of the occurrence of any Default or Event of Default; (iii) promptly upon Lessee becoming aware of the commencement or overt threat of any action or proceeding against or affecting Lessee or the Collateral with an amount in controversy equal to or exceeding $1,000,000; (iv) of the commencement of proceedings under Federal bankruptcy laws, or any other insolvency laws (as now or hereafter in effecteffect ) involving Lessee or any Person (other than as the Lessor) holding an interest in the Equipment or Collateral or related property as the debtor; (viv) promptly upon Lessee becoming aware of (1) any alleged material violation of Applicable Law by LesseeLaw, or (2) any threatened or actual suspension, revocation or rescission of any Permit necessary for Lessee to be in compliance with the terms hereof; and (viv) promptly after any of the Equipment becomes lost, stolen, destroyed, materially damaged or worn out. (d) Lessee will not change its type of organization, jurisdiction of organization or other legal structure. (e) Lessee shall not attach or incorporate the Equipment to or in any other item of equipment or any realty in such a manner that the Equipment may be deemed to have become an accession to or a part of such other item of equipment or realty. (fe) Lessee shall cause each principal item of the Equipment to be marked at all times, in a plain, distinct and legible manner, with the name of Lessor or its designee followed by the words “"Lessor and Secured Party,” " or other appropriate words designated by Lessor on labels furnished by Lessor. (gf) Lessee will not take any action or suffer any omission that is inconsistent with the representations and warranties of Lessee set forth in Section 9(k), and will to the extent permitted by law, (i) refrain from withholding, from payments made by Lessee to Lessor or any Transferee under any Lease Document, any Federal income tax under any section of the Code (including, without limitation; , Section 1442) provided that Lessee receives from any Transferee that is a foreign person corporation (and from Lessor, if Lessor is a foreign person), a valid IRS Form W-8 BEN corporation) the statement described in Section 881( c ) (and any successor form2)(B)(ii) or such other form or documentation as may be required to qualify payments hereunder for of the “portfolio interest” exemption under Code Section 871(h) or 881(c)Code, and (ii) timely file all required information and other returns required under Federal income tax regulations implementing and interpreting Section 871(h) and 881(c881 ( c ) of the Code. (h) Lessee shall not convey, sell, lease, transfer or otherwise dispose of (collectively, a “Transfer”) all or any part of its business or property, except for Transfers of (i) obsolete equipment; (ii) inventory in the ordinary course of business, or (iii) non-exclusive licenses and similar arrangements for the use of property of Lessee in the ordinary course of business. (i) If Lessee prepays all or substantially all of its Indebtedness owing to a third party, whether or not such prepayment is voluntarily or involuntarily made by Lessee before or after any default or acceleration of such obligations, Lessee shall pay, at Lessor’s option and immediately upon notice from Lessor, all or any part of Lessee’s obligations owing to Lessor hereunder. For the avoidance of doubt, if Lessee pays or prepays the Indebtedness described in subsection (l) of the definition of Permitted Indebtedness, Lessee shall provide prior written notice to Lessor of such payment or prepayment and Lessee shall pay, at Lessor’s option and immediately upon notice from Lessor, Lessee’s obligations owing to Lessor hereunder, such amount calculated as under Section 19 hereof. (j) Lessee agrees to xxxxx Xxxxxx the management rights described below (as to itself and its current and future direct and indirect subsidiaries) and further agrees that it (and its current and future direct and indirect subsidiaries) will give due consideration to such input as may be provided by Lessor. In the event Lessor reasonably demonstrates such rights do not satisfy the requirement of the management rights for the purpose of qualifying Lessor’s interest in Lessee and its direct and indirect subsidiaries as a venture capital investment for the purposes of the United States Department of Labor “plan assets” regulation, 29 C.F.R. §2510.3-101, Lessee and Lessor shall reasonably cooperate in good faith to agree upon mutually satisfactory consultation rights that satisfy such regulation, including with respect to Lessee’s direct and indirect subsidiaries. Lessor will be entitled to the following rights: (i) to discuss, and provide advice with respect to, the business operations, properties and financial and other conditions of Lessee and its subsidiaries with their respective officers, employees and directors and the right to consult with and advise their respective senior management (the “Senior Management”) on matters materially affecting the business and affairs of Lessee and its subsidiaries; (ii) to submit business proposals or suggestions to Senior Management from time to time with the requirement that one or more members of Senior Management discuss such proposals or suggestions with Lessor within a reasonable period after such submission and the right to call a meeting with Senior Management in order to discuss such proposals or suggestions; and (iii) (a) to examine the books and records of Lessee and its subsidiaries, and (b) to request such other information at reasonable times and intervals in light of the normal business operations of Lessee and its subsidiaries concerning the general status of the business, financial condition and operations of Lessee and its subsidiaries but only to the extent such information is reasonably available to Lessee and its subsidiaries and in a format consistent with how Lessee and its subsidiaries maintain such information. (k) Lessee shall not create, incur, assume or be liable for any Indebtedness, other than Permitted Indebtedness. The covenants set forth in this Section 11 shall automatically terminate, without further action by any party, immediately upon the payment in full by Lessee of all amounts due to Lessor hereunder. Further, the security interest granted to the Lessor in the Collateral shall automatically, without further action by any party, terminate upon the payment in full by Lessee of all amounts due to Lessor hereunder.

COVENANTS OF LESSEE. Lessee covenants and agrees as follows: (a) Lessee shall furnish Lessor (as to itself and its subsidiaries) (i) within one hundred fifty (150) days after the end of each fiscal year of Lessee, a balance sheet of Lessee as at the end of such year, and the related statements of income and retained earnings and cash flows of Lessee for such fiscal year, prepared in accordance with GAAP, all in reasonable detail and audited by independent certified public accountants of recognized standing selected by Lessee; (ii) within thirty (30) days after the end of each quarter of Lessee’s fiscal year a balance sheet of Lessee as at the end of such quarter, and the related statement of income and retained earnings and cash flows of Lessee for such quarter, prepared in accordance with GAAP (subject to the absence of footnotes and year-end adjustments); (iii) as soon as available, but no later than forty-five (45) days after completion, any 409A valuation report prepared by or at the direction of Lessee, (iv) within thirty (30) days after the end of each month of Lessee’s fiscal year, monthly financial information of Lessee, consisting of a balance sheet of Lessee as at the end of such month, and the related statement of income and retained earnings and cash flows of Lessee, (v) other financial information and reports which are provided by Lessee to its board of directors, at the same time that such information is so provided to Lessee’s board of directors; (vi) Tabula RasaLessee’s capitalization table promptly after the end of each fiscal year of Tabula RasaLessee, and promptly after any New Issuance (as defined in the Co-Investment Agreement), (vii) with regard to the each Senior Facility, copies of the borrowing base certificates and compliance certificates furnished to the Senior Lender, within thirty (30) days of the closing of each month, (viii) promptly upon receipt, statements of accounts from Lessee’s primary banking institutions and investment accounts managers; and (ix) such other financial information, operating reports and budgets as Lessor may reasonably require. Lessee shall furnish the information described in this Section 11(a) until Lessee has paid in full all amounts due to Lessor hereunder. Lessee may discharge its obligations under clauses (i) and (ii) of this Section 11(a) by furnishing to Lessor within ten (10) days after the date on which they are filed, all regular periodic reports, forms and other filings required to be made by Lessee and including its financial statements to any governmental agency or instrumentality under Applicable Law. (b) Upon Lessor’s request, Lessee shall promptly execute and deliver to Lessor consents to assignments, certificates of no default and such other documents, instruments and assurances reasonably requested by Lessor to establish and protect its rights and/or interest in the Equipment and the Collateral and to assure that the Lease Documents remain in full force and effect. (c) Lessee shall provide written notice to Lessor: (i) within thirty (30) days prior to any change in its name or its place of business or, if more than one, its chief executive office, or its mailing address or organizational number if it has one and, if Lessee does not have such a number and later obtains one, Lessee shall forthwith notify Lessor of such organizational identification number of Lessee; (ii) promptly upon Lessee becoming aware of the occurrence of any Default or Event of Default; (iii) promptly upon Lessee becoming aware of the commencement or overt threat of any action or proceeding against or affecting Lessee or the Collateral with an amount in controversy equal to or exceeding $1,000,000; (iv) of the commencement of proceedings under Federal bankruptcy laws, or any other insolvency laws (as now or hereafter in effect) involving Lessee or any Person (other than Lessor) holding an interest in the Equipment or Collateral or related property as the debtor; (v) promptly upon Lessee becoming aware of (1) any alleged material violation of Applicable Law by Lessee, or (2) any threatened or actual suspension, revocation or rescission of any Permit necessary for Lessee to be in compliance with the terms hereof; and (vi) promptly after any of the Equipment becomes lost, stolen, destroyed, materially damaged or worn out. (d) Lessee will not change its type of organization, jurisdiction of organization or other legal structure. (e) Lessee shall not attach or incorporate the Equipment to or in any other item of equipment or any realty in such a manner that the Equipment may be deemed to have become an accession to or a part of such other item of equipment or realty. (f) Lessee shall cause each principal item of the Equipment to be marked at all times, in a plain, distinct and legible manner, with the name of Lessor or its designee followed by the words “Lessor and Secured Party,” or other appropriate words designated by Lessor on labels furnished by Lessor. (g) Lessee will (i) refrain from withholding, from payments made by Lessee to Lessor or any Transferee under any Lease Document, any Federal income tax under any section of the Code (including, without limitation; Section 1442) provided that Lessee receives from any Transferee that is a foreign person (and from Lessor, if Lessor is a foreign person), a valid IRS Form W-8 BEN (and any successor form) or such other form or documentation as may be required to qualify payments hereunder for the “portfolio interest” exemption under Code Section 871(h) or 881(c), and (ii) timely file all required information and other returns required under Federal income tax regulations implementing and interpreting Section 871(h) and 881(c) of the Code. (h) Lessee shall not convey, sell, lease, transfer or otherwise dispose of (collectively, a “Transfer”) all or any part of its business or property, except for Transfers of (i) obsolete equipment; (ii) inventory in the ordinary course of business, or (iii) non-exclusive licenses and similar arrangements for the use of property of Lessee in the ordinary course of business. (i) If Lessee prepays all or substantially all of its Indebtedness owing to a third party, whether or not such prepayment is voluntarily or involuntarily made by Lessee before or after any default or acceleration of such obligations, Lessee shall pay, at Lessor’s option and immediately upon notice from Lessor, all or any part of Lessee’s obligations owing to Lessor hereunder. For the avoidance of doubt, if Lessee pays or prepays the Indebtedness described in subsection (l) of the definition of Permitted Indebtedness, Lessee shall provide prior written notice to Lessor of such payment or prepayment and Lessee shall pay, at Lessor’s option and immediately upon notice from Lessor, Lessee’s obligations owing to Lessor hereunder, such amount calculated as under Section 19 hereof. (j) Lessee agrees to xxxxx Xxxxxx the management rights described below (as to itself and its current and future direct and indirect subsidiaries) and further agrees that it (and its current and future direct and indirect subsidiaries) will give due consideration to such input as may be provided by Lessor. In the event Lessor reasonably demonstrates such rights do not satisfy the requirement of the management rights for the purpose of qualifying Lessor’s interest in Lessee and its direct and indirect subsidiaries as a venture capital investment for the purposes of the United States Department of Labor “plan assets” regulation, 29 C.F.R. §2510.3-101, Lessee and Lessor shall reasonably cooperate in good faith to agree upon mutually satisfactory consultation rights that satisfy such regulation, including with respect to Lessee’s direct and indirect subsidiaries. Lessor will be entitled to the following rights: (i) to discuss, and provide advice with respect to, the business operations, properties and financial and other conditions of Lessee and its subsidiaries with their respective officers, employees and directors and the right to consult with and advise their respective senior management (the “Senior Management”) on matters materially affecting the business and affairs of Lessee and its subsidiaries; (ii) to submit business proposals or suggestions to Senior Management from time to time with the requirement that one or more members of Senior Management discuss such proposals or suggestions with Lessor within a reasonable period after such submission and the right to call a meeting with Senior Management in order to discuss such proposals or suggestions; and (iii) (a) to examine the books and records of Lessee and its subsidiaries, and (b) to request such other information at reasonable times and intervals in light of the normal business operations of Lessee and its subsidiaries concerning the general status of the business, financial condition and operations of Lessee and its subsidiaries but only to the extent such information is reasonably available to Lessee and its subsidiaries and in a format consistent with how Lessee and its subsidiaries maintain such information. (k) Lessee shall not create, incur, assume or be liable for any Indebtedness, other than Permitted Indebtedness. The covenants set forth in this Section 11 shall automatically terminate, without further action by any party, immediately upon the payment in full by Lessee of all amounts due to Lessor hereunder. Further, the security interest granted to the Lessor in the Collateral shall automatically, without further action by any party, terminate upon the payment in full by Lessee of all amounts due to Lessor hereunder.

COVENANTS OF LESSEE. Lessee covenants and agrees as follows: (a) Lessee shall will, if requested by Lessor, furnish Lessor (as to itself and its subsidiaries) (i) within one hundred fifty twenty (150120) days after the end of each fiscal year of Lessee, a balance sheet of Lessee as at the end of such year, and the related statements of income and retained earnings and cash flows of Lessee for such fiscal year, prepared in accordance with GAAP, all in reasonable detail and audited certified by independent certified public accountants of recognized standing selected by Lessee; (ii) within thirty sixty (3060) days after the end of each quarter of Lessee’s 's fiscal year a balance sheet of Lessee as at the end of such quarter, and the related statement of income and retained earnings and cash flows of Lessee for such quarter, prepared in accordance with GAAP (subject to the absence of footnotes GAAP; and year-end adjustments); (iii) as soon as available, but no later than forty-five (45) days after completion, any 409A valuation report prepared by or at the direction of Lessee, (iv) within thirty (30) days after the end of each month of Lessee’s fiscal year, monthly financial information of Lessee, consisting of a balance sheet of Lessee as at the end of such month, and the related statement of income and retained earnings and cash flows of Lessee, (v) other financial information and reports which are provided by Lessee to its board of directors, at the same time that such information is so provided to Lessee’s board of directors; (vi) Tabula Rasa’s capitalization table promptly after the end of each fiscal year of Tabula Rasa, and promptly after any New Issuance (as defined in the Co-Investment Agreement), (vii) with regard to the each Senior Facility, copies of the borrowing base certificates and compliance certificates furnished to the Senior Lender, within thirty (30) days of the closing of each month, (viii) promptly upon receipt, statements of accounts from Lessee’s primary banking institutions and investment accounts managers; and (ix) such other financial information, operating reports and budgets as Lessor may reasonably require. Lessee shall furnish the information described in this Section 11(a) until Lessee has paid in full all amounts due to Lessor hereunder. Lessee may discharge its obligations under clauses (i) and (ii) of this Section 11(a) by furnishing to Lessor within ten (10) days after the date on which they are filed, all regular periodic reports, forms and other filings required to be made by Lessee to the Securities and including its financial statements to any governmental agency or instrumentality under Applicable LawExchange Commission, if any. (b) Upon Lessor’s request, Lessee shall will promptly execute and deliver to Lessor consents to assignments, certificates of no default and such other further documents, instruments and assurances and take such further action as Lessor from time to time may reasonably requested by Lessor request in order to carry out the intent and purpose of this Lease and to establish and protect its the rights and/or interest and remedies created or intended to be created in favor of Lessor hereunder and under the Equipment and the Collateral and to assure that the other Lease Documents remain in full force and effectDocuments. (c) Lessee shall provide written notice to Lessor: (i) within thirty (30) days prior to any contemplated change in its the name or its place of business or, if more than one, its chief executive office, or its mailing address or organizational number if it has one and, if Lessee does not have such a number and later obtains one, Lessee shall forthwith notify Lessor of such organizational identification number of Lessee; (ii) promptly upon Lessee becoming aware of the occurrence of any Default or Event of Default; (iii) promptly upon Lessee becoming aware of the commencement or overt threat of any action or proceeding against or affecting Lessee or the Collateral with an amount in controversy equal to or exceeding $1,000,000; (iv) of the commencement of proceedings under Federal bankruptcy laws, laws or any other insolvency laws (as now or hereafter in effect) involving Lessee or any Person (other than Lessor) holding an interest in the Equipment or Collateral or related property as the debtor; (viv) promptly upon Lessee becoming aware of (1) any alleged material violation of Applicable Law by Lessee, Law,. or (2) any threatened or actual suspension, revocation or rescission of any Permit necessary for Lessee to be in compliance with the terms hereof; and (viv) promptly after any of the Equipment becomes lost, stolen, destroyed, materially damaged or worn out. (d) Lessee will not change its type of organization, jurisdiction of organization or other legal structure. (e) Lessee shall not attach or incorporate the Equipment to or in any other item of equipment or any realty in such a manner that the Equipment may be deemed to have become an accession to or a part of such other item of equipment or realty. (fe) Lessee shall cause each principal item of the Equipment to be marked at all times, in a plain, distinct and legible manner, with the name of Lessor or its designee followed by the words “"Lessor and Secured Party,” " or other appropriate words designated by Lessor on labels furnished by Lessor. (gf) Lessee will not take any action or suffer any omission that is inconsistent with the representations and warranties of Lessee set forth in Section 9(k), and will (i) refrain from withholding, from payments made by Lessee to Lessor or any Transferee under any Lease Document, any Federal income tax under any section of the Code (including, without limitation; , Section 1442) provided that Lessee receives from any Transferee that is a foreign person corporation (and from Lessor, if Lessor is a foreign person), a valid IRS Form W-8 BEN corporation) the statement described in Section 881 (and any successor formc)(2)(B)(ii) or such other form or documentation as may be required to qualify payments hereunder for of the “portfolio interest” exemption under Code Section 871(h) or 881(c)Code, and (ii) timely file all required information and other returns required under Federal income tax regulations implementing and interpreting Section 871(h) and 881(c) of the Code. (h) Lessee shall not convey, sell, lease, transfer or otherwise dispose of (collectively, a “Transfer”) all or any part of its business or property, except for Transfers of (i) obsolete equipment; (ii) inventory in the ordinary course of business, or (iii) non-exclusive licenses and similar arrangements for the use of property of Lessee in the ordinary course of business. (i) If Lessee prepays all or substantially all of its Indebtedness owing to a third party, whether or not such prepayment is voluntarily or involuntarily made by Lessee before or after any default or acceleration of such obligations, Lessee shall pay, at Lessor’s option and immediately upon notice from Lessor, all or any part of Lessee’s obligations owing to Lessor hereunder. For the avoidance of doubt, if Lessee pays or prepays the Indebtedness described in subsection (l) of the definition of Permitted Indebtedness, Lessee shall provide prior written notice to Lessor of such payment or prepayment and Lessee shall pay, at Lessor’s option and immediately upon notice from Lessor, Lessee’s obligations owing to Lessor hereunder, such amount calculated as under Section 19 hereof. (j) Lessee agrees to xxxxx Xxxxxx the management rights described below (as to itself and its current and future direct and indirect subsidiaries) and further agrees that it (and its current and future direct and indirect subsidiaries) will give due consideration to such input as may be provided by Lessor. In the event Lessor reasonably demonstrates such rights do not satisfy the requirement of the management rights for the purpose of qualifying Lessor’s interest in Lessee and its direct and indirect subsidiaries as a venture capital investment for the purposes of the United States Department of Labor “plan assets” regulation, 29 C.F.R. §2510.3-101, Lessee and Lessor shall reasonably cooperate in good faith to agree upon mutually satisfactory consultation rights that satisfy such regulation, including with respect to Lessee’s direct and indirect subsidiaries. Lessor will be entitled to the following rights: (i) to discuss, and provide advice with respect to, the business operations, properties and financial and other conditions of Lessee and its subsidiaries with their respective officers, employees and directors and the right to consult with and advise their respective senior management (the “Senior Management”) on matters materially affecting the business and affairs of Lessee and its subsidiaries; (ii) to submit business proposals or suggestions to Senior Management from time to time with the requirement that one or more members of Senior Management discuss such proposals or suggestions with Lessor within a reasonable period after such submission and the right to call a meeting with Senior Management in order to discuss such proposals or suggestions; and (iii) (a) to examine the books and records of Lessee and its subsidiaries, and (b) to request such other information at reasonable times and intervals in light of the normal business operations of Lessee and its subsidiaries concerning the general status of the business, financial condition and operations of Lessee and its subsidiaries but only to the extent such information is reasonably available to Lessee and its subsidiaries and in a format consistent with how Lessee and its subsidiaries maintain such information. (k) Lessee shall not create, incur, assume or be liable for any Indebtedness, other than Permitted Indebtedness. The covenants set forth in this Section 11 shall automatically terminate, without further action by any party, immediately upon the payment in full by Lessee of all amounts due to Lessor hereunder. Further, the security interest granted to the Lessor in the Collateral shall automatically, without further action by any party, terminate upon the payment in full by Lessee of all amounts due to Lessor hereunder.

COVENANTS OF LESSEE. Lessee covenants and agrees as follows: (a) Lessee shall will, if requested by Lessor, furnish Lessor (as to itself and its subsidiaries) (i) within one hundred fifty twenty (150120) days after the end of each fiscal year of Lessee, a balance sheet of Lessee as at the end of such year, and the related statements of income operations and retained earnings and cash flows of Lessee for such fiscal year, prepared in accordance with GAAP, all in reasonable detail and audited certified by independent certified public accountants of recognized standing selected by Lessee; (ii) within thirty sixty (3060) days after the end of each quarter of Lessee’s 's fiscal year a balance sheet of Lessee as at the end of such quarter, and the related statement of income operations and retained earnings and cash flows of Lessee for such quarter, prepared in accordance with GAAP (subject to the absence of footnotes GAAP; and year-end adjustments); (iii) as soon as available, but no later than forty-five (45) days after completion, any 409A valuation report prepared by or at the direction of Lessee, (iv) within thirty (30) days after the end of each month of Lessee’s fiscal year, monthly financial information of Lessee, consisting of a balance sheet of Lessee as at the end of such month, and the related statement of income and retained earnings and cash flows of Lessee, (v) other financial information and reports which are provided by Lessee to its board of directors, at the same time that such information is so provided to Lessee’s board of directors; (vi) Tabula Rasa’s capitalization table promptly after the end of each fiscal year of Tabula Rasa, and promptly after any New Issuance (as defined in the Co-Investment Agreement), (vii) with regard to the each Senior Facility, copies of the borrowing base certificates and compliance certificates furnished to the Senior Lender, within thirty (30) days of the closing of each month, (viii) promptly upon receipt, statements of accounts from Lessee’s primary banking institutions and investment accounts managers; and (ix) such other financial information, operating reports and budgets as Lessor may reasonably require. Lessee shall furnish the information described in this Section 11(a) until Lessee has paid in full all amounts due to Lessor hereunder. Lessee may discharge its obligations under clauses (i) and (ii) of this Section 11(a) by furnishing to Lessor within ten (10) days after the date on which they are filed, all regular periodic reports, forms and other filings required to be made by Lessee to the Securities and including its financial statements to any governmental agency or instrumentality under Applicable LawExchange Commission, if any. (b) Upon Lessor’s request, Lessee shall promptly execute and deliver to Lessor consents to assignments, certificates of no default and such other documents, instruments and assurances reasonably requested by Lessor to establish and protect its rights and/or interest in the Equipment and the Collateral and to assure that the Lease Documents remain in full force and effect. (c) Lessee shall provide written notice to Lessor: (i) within thirty (30) days prior to any contemplated change in its the name or its place of business or, if more than one, its chief executive office, or its mailing address or organizational number if it has one and, if Lessee does not have such a number and later obtains one, Lessee shall forthwith notify Lessor of such organizational identification number of Lessee; (ii) promptly upon Lessee becoming aware of the occurrence of any Default or Event of Default; (iii) promptly upon Lessee becoming aware of the commencement or overt threat of any action or proceeding against or affecting Lessee or the Collateral with an amount in controversy equal to or exceeding $1,000,000; (iv) of the commencement of proceedings under Federal bankruptcy laws, laws or any other insolvency laws (as now or hereafter in effect) involving Lessee or any Person (other than Lessor) holding an interest in the Equipment or Collateral or related property as the debtor; (viv) promptly upon Lessee becoming aware of (1) any alleged material violation of Applicable Law by LesseeLaw, or (2) any threatened or actual suspension, revocation or rescission of any Permit necessary for Lessee to be in compliance with the terms hereof; and (viv) promptly after any of the Equipment is moved from the location of Lessee set forth on the respective Lease Supplement or becomes lost, stolen, destroyed, materially damaged or worn out. (d) Lessee will not change its type of organization, jurisdiction of organization or other legal structure. (ec) Lessee shall not attach or incorporate the any Equipment to or in any other item of equipment or any realty in such a manner that the Equipment such Collateral may be deemed to have become an accession to or a part of such other item of equipment or realty. (fd) Lessee shall cause each principal item of the Equipment to be marked at all times, in a plain, distinct and legible manner, with the name of Lessor or its designee followed by the words “"Lessor and Secured Party,” " or other appropriate words designated by Lessor on labels furnished by Lessor. (g) Lessee will (i) refrain from withholding, from payments made by Lessee to Lessor or any Transferee under any Lease Document, any Federal income tax under any section of the Code (including, without limitation; Section 1442) provided that Lessee receives from any Transferee that is a foreign person (and from Lessor, if Lessor is a foreign person), a valid IRS Form W-8 BEN (and any successor form) or such other form or documentation as may be required to qualify payments hereunder for the “portfolio interest” exemption under Code Section 871(h) or 881(c), and (ii) timely file all required information and other returns required under Federal income tax regulations implementing and interpreting Section 871(h) and 881(c) of the Code. (h) Lessee shall not convey, sell, lease, transfer or otherwise dispose of (collectively, a “Transfer”) all or any part of its business or property, except for Transfers of (i) obsolete equipment; (ii) inventory in the ordinary course of business, or (iii) non-exclusive licenses and similar arrangements for the use of property of Lessee in the ordinary course of business. (i) If Lessee prepays all or substantially all of its Indebtedness owing to a third party, whether or not such prepayment is voluntarily or involuntarily made by Lessee before or after any default or acceleration of such obligations, Lessee shall pay, at Lessor’s option and immediately upon notice from Lessor, all or any part of Lessee’s obligations owing to Lessor hereunder. For the avoidance of doubt, if Lessee pays or prepays the Indebtedness described in subsection (l) of the definition of Permitted Indebtedness, Lessee shall provide prior written notice to Lessor of such payment or prepayment and Lessee shall pay, at Lessor’s option and immediately upon notice from Lessor, Lessee’s obligations owing to Lessor hereunder, such amount calculated as under Section 19 hereof. (j) Lessee agrees to xxxxx Xxxxxx the management rights described below (as to itself and its current and future direct and indirect subsidiaries) and further agrees that it (and its current and future direct and indirect subsidiaries) will give due consideration to such input as may be provided by Lessor. In the event Lessor reasonably demonstrates such rights do not satisfy the requirement of the management rights for the purpose of qualifying Lessor’s interest in Lessee and its direct and indirect subsidiaries as a venture capital investment for the purposes of the United States Department of Labor “plan assets” regulation, 29 C.F.R. §2510.3-101, Lessee and Lessor shall reasonably cooperate in good faith to agree upon mutually satisfactory consultation rights that satisfy such regulation, including with respect to Lessee’s direct and indirect subsidiaries. Lessor will be entitled to the following rights: (i) to discuss, and provide advice with respect to, the business operations, properties and financial and other conditions of Lessee and its subsidiaries with their respective officers, employees and directors and the right to consult with and advise their respective senior management (the “Senior Management”) on matters materially affecting the business and affairs of Lessee and its subsidiaries; (ii) to submit business proposals or suggestions to Senior Management from time to time with the requirement that one or more members of Senior Management discuss such proposals or suggestions with Lessor within a reasonable period after such submission and the right to call a meeting with Senior Management in order to discuss such proposals or suggestions; and (iii) (a) to examine the books and records of Lessee and its subsidiaries, and (b) to request such other information at reasonable times and intervals in light of the normal business operations of Lessee and its subsidiaries concerning the general status of the business, financial condition and operations of Lessee and its subsidiaries but only to the extent such information is reasonably available to Lessee and its subsidiaries and in a format consistent with how Lessee and its subsidiaries maintain such information. (k) Lessee shall not create, incur, assume or be liable for any Indebtedness, other than Permitted Indebtedness. The covenants set forth in this Section 11 shall automatically terminate, without further action by any party, immediately upon the payment in full by Lessee of all amounts due to Lessor hereunder. Further, the security interest granted to the Lessor in the Collateral shall automatically, without further action by any party, terminate upon the payment in full by Lessee of all amounts due to Lessor hereunder.

COVENANTS OF LESSEE. Lessee covenants and agrees as follows: (a) Lessee shall furnish Lessor (as to itself and its subsidiaries) ) (i) within one hundred fifty twenty (150120) days after the end of each fiscal year of Lessee, a balance sheet of Lessee as at the end of such year, and the related statements of income and retained earnings and cash flows of Lessee for such fiscal year, prepared in accordance with GAAP, all in reasonable detail and audited by independent certified public accountants of recognized standing selected by Lessee; (ii) within thirty (30) days after the end of each quarter of Lessee’s fiscal year a balance sheet of Lessee as at the end of such quarter, and the related statement of income and retained earnings and cash flows of Lessee for such quarter, prepared in accordance with GAAP (subject to the absence of footnotes and year-end adjustments)GAAP; (iii) as soon as available, but no later than forty-five (45) days after completion, any 409A valuation report prepared by or at the direction of Lessee, ; (iv) within thirty (30) days after the end of each month of Lessee’s fiscal year, monthly financial information of Lessee, consisting of a balance sheet of Lessee as at the end of such month, and the related statement of income and retained earnings and cash flows of Lessee, ; (v) other financial information and reports which are in writing and are provided by Lessee to its board Board of directorsDirectors, at the same time that such information is so provided to Lessee’s board Board of directorsDirectors; (vi) Tabula RasaLessee’s capitalization table promptly after the end of each fiscal year of Tabula RasaLessee, and promptly after any New Issuance (as defined in the Co-Investment Agreement), ; (vii) with regard to in the each Senior event that Lessee enters into a Working Capital Facility, copies of the borrowing base certificates and compliance certificates furnished to the Senior LenderWorking Capital Creditor, within thirty (30) days of the closing of each month, ; and (viii) promptly upon receipt, such other financial information (including but not limited to statements of accounts from Lessee’s primary banking institutions and investment accounts managers; and (ix) such other financial information), operating reports and budgets as Lessor may reasonably require. Lessee shall furnish the information described in this Section 11(a) until Lessee has paid in full all amounts due to Lessor hereunder, and, thereafter (if applicable), shall continue to furnish the information described in clauses (i), (ii), (iii), (iv) and (v) of this Section 11(a) until the Warrant has expired or been exercised in full. Lessee may discharge its obligations under clauses (ithis Section 11(a)(i) and (ii) of this Section 11(a11(a)(ii) by furnishing to Lessor within ten (10) days after the date on which they are filed, all regular periodic reports, forms and other filings required to be made by Lessee and including its financial statements to any governmental agency or instrumentality under Applicable Law. (b) Upon Lessor’s request, Lessee shall promptly execute and deliver to Lessor consents to assignments, certificates of no default and such other documents, instruments and assurances reasonably requested by Lessor to establish and protect its rights rights, title and/or interest in the Equipment and the Collateral and to assure that the Lease Documents remain in full force and effect. (c) Lessee shall provide written notice to Lessor: (i) within thirty (30) days prior to any change in its name or its place of business or, if more than one, its chief executive office, or its mailing address or organizational number if it has one and, if Lessee does not have such a number and later obtains one, Lessee shall forthwith notify Lessor of such organizational identification number of Lessee; (ii) promptly upon Lessee becoming aware of the occurrence of any Default or Event of Default; (iii) promptly upon Lessee becoming aware of the commencement or overt threat of any action or proceeding against or affecting Lessee or the Collateral with an amount in controversy equal to or exceeding $1,000,000; (iv) of the commencement of proceedings under Federal bankruptcy laws, or any other insolvency laws (as now or hereafter in effect) involving Lessee or any Person (other than Lessor) holding an interest in the Equipment or Collateral or related property as the debtor; (viv) promptly upon Lessee becoming aware of (1) any alleged material violation of Applicable Law by Lessee, or (2) any threatened or actual suspension, revocation or rescission of any Permit necessary for Lessee to be in compliance with the terms hereof; and (viv) promptly after any material item of the Equipment becomes lost, stolen, destroyed, or materially damaged or worn outdamaged. (d) Lessee will not change its type of organization, organization or jurisdiction of organization or other legal structureorganization. (e) Lessee shall not attach or incorporate the Equipment to or in any other item of equipment or any realty in such a manner that the Equipment may be deemed to have become an accession to or a part of such other item of equipment or realty. (f) Promptly upon Lessor’s request, Lessee shall cause each principal item of the Equipment to be marked at all times, in a plain, distinct and legible manner, with the name of Lessor or its designee followed by the words “Lessor and Secured Party,” or other appropriate words designated by Lessor on labels furnished by Lessor. (g) Lessee will (i) refrain from withholding, from payments made by Lessee to Lessor or any Transferee under any Lease Document, any Federal income tax under any section of the Code (including, without limitation; Section 1442) provided that Lessee receives from any Transferee that is a foreign person (and from Lessor, if Lessor is a foreign person), a valid IRS Form W-8 BEN (and any successor form) or such other form or documentation as may be required to qualify payments hereunder for the “portfolio interest” exemption under Code Section 871(h) or 881(c), and (ii) timely file all required information and other returns required under Federal income tax regulations implementing and interpreting Section 871(h) and 881(c) of the Code. (h) Lessee shall not convey, sell, lease, transfer or otherwise dispose of (collectively, a “Transfer”) all or any part of its business or property, except for Transfers of (i) obsolete equipment; (ii) inventory in the ordinary course of business, or (iiiii) non-exclusive licenses and similar arrangements for the use of property of Lessee in the ordinary course of business. (i) If Lessee prepays all or substantially all of its Indebtedness obligations for borrowed money owing to a third party, whether or not such prepayment is voluntarily or involuntarily made by Lessee before or after any default or acceleration of such obligations, except for any paydown of the Working Capital Facility made in the ordinary course of business, provided said facility is a revolving facility, Lessee shall pay, at Lessor’s option and immediately upon notice from Lessor, all or any part a corresponding dollar amount of Lessee’s obligations owing to Lessor hereunder. For the avoidance of doubt, if Lessee pays or prepays the Indebtedness described in subsection (l) of the definition of Permitted Indebtedness, Lessee shall provide prior written notice to Lessor of such payment or prepayment and Lessee shall pay, at Lessor’s option and immediately upon notice from Lessor, Lessee’s obligations owing to Lessor hereunder, such amount calculated as under Section 19 hereof. (j) Lessee agrees to xxxxx Xxxxxx the management rights described below (as to itself and its current and future direct and indirect subsidiaries) and further agrees that it (and its current and future direct and indirect subsidiaries) will give due consideration to such input as may be provided by Lessor. In the event Lessor reasonably demonstrates such rights do not satisfy the requirement of the management rights for the purpose of qualifying Lessor’s interest in Lessee and its direct and indirect subsidiaries as a venture capital investment for the purposes of the United States Department of Labor “plan assets” regulation, 29 C.F.R. §2510.3-101, Lessee and Lessor shall reasonably cooperate in good faith to agree upon mutually satisfactory consultation rights that satisfy such regulation, including with respect to Lessee’s direct and indirect subsidiaries. Lessor will be entitled to the following rights: (i) to discuss, and provide advice with respect to, the business operations, properties and financial and other conditions of Lessee and its subsidiaries with their respective officers, employees and directors and the right to consult with and advise their respective senior management (the “Senior Management”) on matters materially affecting the business and affairs of Lessee and its subsidiaries; (ii) to submit business proposals or suggestions to Senior Management from time to time with the requirement that one or more members of Senior Management discuss such proposals or suggestions with Lessor within a reasonable period after such submission and the right to call a meeting with Senior Management in order to discuss such proposals or suggestions; and (iii) (a) to examine the books and records of Lessee and its subsidiaries, and (b) to request such other information at reasonable times and intervals in light of the normal business operations of Lessee and its subsidiaries concerning the general status of the business, financial condition and operations of Lessee and its subsidiaries but only to the extent such information is reasonably available to Lessee and its subsidiaries and in a format consistent with how Lessee and its subsidiaries maintain such information. (k) Lessee shall not create, incur, assume or be liable for any Indebtedness, other than Permitted Indebtedness. (l) Lessee will not incur, create, or permit to exist any Lien, charge or other encumbrance of any nature whatsoever with respect to Lessee’s Intellectual Property now owned or hereafter acquired by Lessee other than Permitted Liens (the “Negative Pledge”). The In addition, Lessee will not (i) incur, create or permit to exist a Negative Pledge in favor of any other party or (ii) assign any proceeds of the sale of Lessee’s Intellectual Property to any other party (it being understood that the payment of royalties or other licensing fees shall not be deemed an assignment of proceeds); provided, however, that this provision shall not be construed to limit in any way Lessee’s ability to enter into non-exclusive or exclusive (so long as such exclusivity is limited to certain geographical territories or field of use) licensing or sub-licensing arrangements pursued in connection with a bona fide business strategy. Other than as expressly provided in this Section 11, the covenants set forth in this Section 11 shall automatically terminate, without further action by any party, immediately upon the payment in full by Lessee of all amounts due to Lessor hereunder. Further, the security interest granted to the Lessor in the Collateral shall automatically, without further action by any party, terminate upon the payment in full by Lessee of all amounts due to Lessor hereunder. Upon such termination, Lessor shall reasonably cooperate with Lessee (at Lessee’s cost and expense) in releasing all Liens in favor of Lessor or, at Lessee’s request, in transferring said Liens to a replacement creditor under commercially reasonable terms and conditions.

COVENANTS OF LESSEE. Lessee covenants and agrees as follows: (a) Lessee shall furnish Lessor (as to itself and its subsidiaries) ) (i) within one hundred fifty eighty (150180) days after the end of each fiscal year of LesseeLessee (commencing with the fiscal year ended December 31, 2017), a balance sheet of Lessee as at the end of such year, and the related statements of income and retained earnings and cash flows of Lessee for such fiscal year, prepared in accordance with GAAP, all in reasonable detail and audited by independent certified public accountants of recognized standing selected by Lessee; (ii) within thirty forty-five (3045) days after the end of each quarter of Lessee’s fiscal year a balance sheet of Lessee as at the end of such quarter, and the related statement of income and retained earnings and cash flows of Lessee for such quarter, prepared in accordance with GAAP (subject to except for the absence of footnotes and subject to normal year-end adjustments); (iii) as soon as available, but no later than forty-five (45) days after completion, any 409A valuation report prepared by or at the direction of Lessee, ; (iv) within thirty (30) days after the end of each month of Lessee’s fiscal year, monthly financial information of Lessee, consisting of a balance sheet of Lessee as at the end of such month, and the related statement of income and retained earnings and cash flows of Lessee, ; (v) other financial information and reports which are provided by Lessee to its board of directorsthe Senior Lender, at the same time that such information is so provided to Lessee’s board of directorsthe Senior Lender; (vi) Tabula RasaLessee’s capitalization table promptly after the end of each fiscal year of Tabula RasaLessee, and promptly after any New Issuance (as defined in other than the Co-Investment Agreement), exercise of stock options by Lessee’s current or former employees; (vii) with regard to the each Senior Facility, copies of the borrowing base certificates and compliance certificates furnished to the Senior Lender, within thirty (30) days of the closing of each month, (viii) promptly upon receipt, statements of accounts from Lessee’s primary banking institutions and investment accounts managers; and (ix) such other financial information, operating reports and budgets as Lessor may reasonably require. Lessee shall furnish the information described in this Section 11(a) until Lessee has paid in full all amounts due to Lessor hereunder. Lessee may discharge its obligations under clauses (i) and (ii) of this Section 11(a) by furnishing to Lessor within ten (10) days after the date on which they are filed, all regular periodic reports, forms and other filings required to be made by Lessee and including its financial statements to any governmental agency or instrumentality under Applicable Law. (b) Upon Lessor’s request, Lessee shall promptly execute and deliver to Lessor consents to assignments, certificates of no default and such other documents, instruments and assurances reasonably requested by Lessor to establish and protect its rights rights, title and/or interest in the Equipment and the Collateral and to assure that the Lease Documents remain in full force and effect. (c) Lessee shall provide written notice to Lessor: (i) within thirty (30) days prior to any change in its name or its place of business or, if more than one, its chief executive office, or its mailing address or organizational number if it has one and, if Lessee does not have such a number and later obtains one, Lessee shall forthwith notify Lessor of such organizational identification number of Lessee; (ii) promptly upon Lessee becoming aware of the occurrence of any Default or Event of Default; (iii) promptly upon Lessee becoming aware of the commencement or overt threat of any action or proceeding against or affecting Lessee or the Collateral with an amount in controversy equal to or exceeding $1,000,000; (iv) of the commencement of proceedings under Federal bankruptcy laws, or any other insolvency laws (as now or hereafter in effect) involving Lessee or any Person (other than Lessor) holding an interest in the Equipment or Collateral or related property as the debtor; (v) promptly upon Lessee becoming aware of (1) any alleged material violation of Applicable Law by Lessee, or (2) any threatened or actual suspension, revocation or rescission of any Permit necessary for Lessee to be in compliance with the terms hereof; and (vi) promptly after any of the Equipment becomes lost, stolen, destroyed, materially damaged or worn out. (d) Lessee will not change its type of organization, jurisdiction of organization or other legal structure. (e) Lessee shall not attach or incorporate the Equipment to or in any other item of equipment or any realty in such a manner that the Equipment may be deemed to have become an accession to or a part of such other item of equipment or realty. (f) Lessee shall cause each principal item of the Equipment to be marked at all times, in a plain, distinct and legible manner, with the name of Lessor or its designee followed by the words “Lessor and Secured Party,” or other appropriate words designated by Lessor on labels furnished by Lessor. (g) Lessee will (i) refrain from withholding, from payments made by Lessee to Lessor or any Transferee under any Lease Document, any Federal income tax under any section of the Code (including, without limitation; Section 1442) provided that Lessee receives from any Transferee that is a U.S. person a duly executed and valid IRS Form W-9 and from any Transferee that is a foreign person (and from Lessor, if Lessor is a foreign person), a valid IRS Form W-8 BEN BEN-E (and any successor form) or other applicable IRS Form W-8 or such other form or documentation as may be required to demonstrate to Lessee that no withholding tax is required on payments made to such Lessor or Transferee (e.g. because such payments qualify payments hereunder for the “portfolio interest” exemption under Code Section 871(h) or 881(c) or are otherwise exempt from withholding), and (ii) timely file all required information and other returns returns, if any, required under Federal income tax regulations implementing and interpreting Section 871(h) and 881(c) of the Code. In the absence of such documentation properly establishing a complete exemption from withholding, Lessee shall be entitled to deduct and withhold from any payments under any Lease Document to any Person such amounts as are required to be deducted or withheld and such amounts shall be treated for all purposes of the Lease Documents as having been paid to the Person to whom such amounts would otherwise have been paid. (h) Lessee shall not convey, sell, lease, transfer or otherwise dispose of (collectively, a “TransferDisposition”) all or any part of its business or property, except for Transfers Dispositions of (i) obsolete equipment; (ii) inventory in the ordinary course of business, or (iiiii) non-exclusive licenses and similar arrangements for the use of property of Lessee in the ordinary course of businessbusiness or (iii) as permitted by the Senior Facility as constituted on the date hereof or as amended as permitted by the Subordination Agreement between Lessor and Senior Lender or with Lessor’s consent. (i) If Lessee prepays all or substantially all of its Indebtedness owing to a third party, whether or not such prepayment is voluntarily or involuntarily made by Lessee before or after any default or acceleration of such obligations, Lessee shall pay, at Lessor’s option and immediately upon notice from Lessor, all or any part of Lessee’s obligations owing to Lessor hereunder. For the avoidance of doubt, if Lessee pays or prepays the Indebtedness described in subsection (l) of the definition of Permitted Indebtedness, Lessee shall provide prior written notice to Lessor of such payment or prepayment and Lessee shall pay, at Lessor’s option and immediately upon notice from Lessor, Lessee’s obligations owing to Lessor hereunder, such amount calculated as under Section 19 hereof. (j) Lessee agrees to xxxxx Xxxxxx the management rights described below (as to itself and its current and future direct and indirect subsidiaries) and further agrees that it (and its current and future direct and indirect subsidiaries) will give due consideration to such input as may be provided by Lessor. In the event Lessor reasonably demonstrates such rights do not satisfy the requirement of the management rights for the purpose of qualifying Lessor’s interest in Lessee and its direct and indirect subsidiaries as a venture capital investment for the purposes of the United States Department of Labor “plan assets” regulation, 29 C.F.R. §2510.3-101, Lessee and Lessor shall reasonably cooperate in good faith to agree upon mutually satisfactory consultation rights that satisfy such regulation, including with respect to Lessee’s direct and indirect subsidiaries. Lessor will be entitled to the following rights: (i) to discuss, and provide advice with respect to, the business operations, properties and financial and other conditions of Lessee and its subsidiaries with their respective officers, employees and directors and the right to consult with and advise their respective senior management (the “Senior Management”) on matters materially affecting the business and affairs of Lessee and its subsidiaries; (ii) to submit business proposals or suggestions to Senior Management from time to time with the requirement that one or more members of Senior Management discuss such proposals or suggestions with Lessor within a reasonable period after such submission and the right to call a meeting with Senior Management in order to discuss such proposals or suggestions; and (iii) (a) to examine the books and records of Lessee and its subsidiaries, and (b) to request such other information at reasonable times and intervals in light of the normal business operations of Lessee and its subsidiaries concerning the general status of the business, financial condition and operations of Lessee and its subsidiaries but only to the extent such information is reasonably available to Lessee and its subsidiaries and in a format consistent with how Lessee and its subsidiaries maintain such information. (k) Lessee shall not create, incur, assume or be liable for any Indebtedness, other than Permitted Indebtedness. (l) Notwithstanding and without limiting the negative covenants contained herein, at the time that Lessee forms any direct or indirect domestic subsidiary or acquires any direct or indirect subsidiary after the date hereof, Lessee shall (i) cause such new domestic subsidiary to become a co-lessee hereunder, (ii) provide to Lessor appropriate certificates and powers and financing statements, pledging all of the direct or beneficial ownership interest in the case of a new domestic subsidiary and pledging sixty-five percent (65%) of the direct or beneficial ownership interest in the case of a new foreign subsidiary, in form and substance reasonably satisfactory to Lessor, and (iii) provide to Lessor all other documentation in form and substance satisfactory to Lessor, which in its opinion is appropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this subsection shall be a Lease Document. (m) Lessee shall not make any payment or prepayment of principal of, premium, if any, or interest on, or redemption, purchase, retirement, defeasance (including in-substance or legal defeasance), sinking fund or similar payment with respect to, any subordinated indebtedness, any Accrued Rent Obligations, any Existing Insider Notes or any Existing Subordinated Notes, pay any earn-out payment, seller debt or deferred purchase payments (including any NuTech Acquisition Deferred Consideration Payment or any NuTech Acquisition Deferred Consideration Interest Payment), declare or pay any dividend (other than dividends payable solely in common stock of the Person making such dividend) on, or make any payment on account of, or set apart assets for a sinking or other analogous fund for, the purchase, redemption, defeasance, retirement or other acquisition of, any capital stock of Lessee (including any NuTech Acquisition Stock Put Obligation Payment), whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Lessee (collectively, “Restricted Payments”), except that, so long as no Event of Default shall have occurred and be continuing at the time of any action described below or would result therefrom: i. Lessee may make Restricted Payments to any of Lessee’s subsidiaries; ii. Lessee may, (i) purchase common stock or common stock options from present or former officers or employees of Lessee upon the death, disability or termination of employment of such officer or employee; provided that the aggregate amount of payments made under this clause (i) shall not exceed $25,000 during any fiscal year of Lessee, and (ii) declare and make dividend payments or other distributions payable solely in the common stock or other common capital stock of Lessee; iii. Lessee may make regularly scheduled payments of principal and interest in respect of the Existing Subordinated Notes; iv. following the first anniversary of the date hereof, Lessee may make regularly scheduled payments of principal and interest in respect of the Existing Insider Notes in each case upon receipt of the express prior written consent of the Lessor and provided that such payment has been allowed under the Senior Facility; v. Lessee may make each NuTech Acquisition Deferred Consideration Payment when the same is due and payable; vi. Lessee may make the NuTech Acquisition Deferred Consideration Interest Payment when the same is due and payable; and vii. Lessee may make the NuTech Acquisition Stock Put Obligation Payment when the same is due and payable. The covenants set forth in this Section 11 shall automatically terminate, without further action by any party, immediately upon the payment in full by Lessee of all amounts due to Lessor hereunder. Further, the security interest granted to the Lessor in the Collateral shall automatically, without further action by any party, terminate upon the payment in full by Lessee of all amounts due to Lessor hereunder.

COVENANTS OF LESSEE. Lessee covenants and agrees as follows: (a) Lessee shall furnish Lessor (as to itself and its subsidiaries) (i) within one hundred fifty twenty (150120) days after the end of each fiscal year of Lessee, a balance sheet of Lessee as at the end of such year, and the related statements of income and retained earnings and cash flows of Lessee for such fiscal year, prepared in accordance with GAAP, all in reasonable detail detain and audited certified by independent certified public accountants of recognized standing selected by Lessee; (ii) within thirty (30) days after the end of each quarter of Lessee’s 's fiscal year a balance sheet of Lessee as at the end of such quarter, and the related statement of income and retained earnings and cash flows of Lessee for such quarter, prepared in accordance with GAAP (subject to the absence of footnotes and year-end adjustments); (iii) as soon as available, but no later than forty-five (45) days after completion, any 409A valuation report prepared by or at the direction of Lessee, (iv) within thirty (30) days after the end of each month of Lessee’s fiscal year, monthly financial information of Lessee, consisting of a balance sheet of Lessee as at the end of such month, and the related statement of income and retained earnings and cash flows of Lessee, (v) other financial information and reports which are provided by Lessee to its board of directors, at the same time that such information is so provided to Lessee’s board of directors; (vi) Tabula Rasa’s capitalization table promptly after the end of each fiscal year of Tabula Rasa, and promptly after any New Issuance (as defined in the Co-Investment Agreement), (vii) with regard to the each Senior Facility, copies of the borrowing base certificates and compliance certificates furnished to the Senior Lender, within thirty (30) days of the closing of each month, (viii) promptly upon receipt, statements of accounts from Lessee’s primary banking institutions and investment accounts managers; and (ix) such other financial information, operating reports and budgets as Lessor may reasonably require. Lessee shall furnish the information described in this Section 11(a) until Lessee has paid in full all amounts due to Lessor hereunderGAAP. Lessee may discharge its obligations under clauses (i) and (ii) of this Section 11(a10(a) by furnishing to Lessor within ten thirty (1030) days after the date on which they are filed, all regular periodic reports, forms and other filings required to be made by Lessee and including its financial statements to any governmental agency or instrumentality under Applicable Law. (b) Upon Lessor’s 's request, Lessee shall promptly execute and deliver to Lessor consents to assignmentsassignment, certificates of no default and such other further documents, instruments and assurances reasonably requested by Lessor to establish and protect its rights and/or interest in the Equipment and the Collateral and to assure that the this Lease Documents remain remains in full force and effect. (c) Lessee shall provide written notice to Lessor: (i) within thirty (30) days prior to any change in its the name or its place of business or, if more than one, its chief executive office, or its mailing address or organizational number if it has one and, if Lessee does not have such a number and later obtains one, Lessee shall forthwith notify Lessor of such organizational identification number of Lessee; (ii) promptly upon Lessee becoming aware of the occurrence of any Default or Event of Default; (iii) promptly upon Lessee becoming aware of the commencement or overt threat of any action or proceeding against or affecting Lessee or the Collateral with an amount in controversy equal to or exceeding $1,000,000; (iv) of the commencement of proceedings under Federal bankruptcy laws, those of Canada or any Province thereof, or any other insolvency laws (as now or hereafter in effecteffect ) involving Lessee or any Person (other than as the Lessor) holding an interest in the Equipment or Collateral or related property as the debtor; (viv) promptly upon Lessee becoming aware of (1) any alleged material violation of Applicable Law by LesseeLaw, or (2) any threatened or actual suspension, revocation or rescission of any Permit necessary for Lessee to be in compliance with the terms hereof; and (viv) promptly after any of the Equipment becomes lost, stolen, destroyed, materially damaged or worn out. (d) Lessee will not change its type of organization, jurisdiction of organization or other legal structure. (e) Lessee shall not attach or incorporate the Equipment to or in any other item of equipment or any realty in such a manner that the Equipment may be deemed to have become an accession to or a part of such other item of equipment or realty. (fe) Lessee shall cause each principal item of the Equipment to be marked at all times, in a plain, distinct and legible manner, with the name of Lessor or its designee followed by the words “"Lessor and Secured Party,” " or other appropriate words designated by Lessor on labels furnished by Lessor. (gf) Lessee will not take any action or suffer any omission that is inconsistent with the representations and warranties of Lessee set forth in Section 9(k), and will (i) refrain from withholding, from payments made by Lessee to Lessor or any Transferee under any Lease Document, any Federal income tax under any section of the Code (including, without limitation; , Section 1442) provided that Lessee receives from any Transferee that is a foreign person corporation (and from Lessor, if Lessor is a foreign person), a valid IRS Form W-8 BEN corporation) the statement described in Section 881( c ) (and any successor form2)(B)(ii) or such other form or documentation as may be required to qualify payments hereunder for of the “portfolio interest” exemption under Code Section 871(h) or 881(c)Code, and (ii) timely file all required information and other returns required under Federal income tax regulations implementing and interpreting Section 871(h) and 881(c881 ( c ) of the Code. (h) Lessee shall not convey, sell, lease, transfer or otherwise dispose of (collectively, a “Transfer”) all or any part of its business or property, except for Transfers of (i) obsolete equipment; (ii) inventory in the ordinary course of business, or (iii) non-exclusive licenses and similar arrangements for the use of property of Lessee in the ordinary course of business. (i) If Lessee prepays all or substantially all of its Indebtedness owing to a third party, whether or not such prepayment is voluntarily or involuntarily made by Lessee before or after any default or acceleration of such obligations, Lessee shall pay, at Lessor’s option and immediately upon notice from Lessor, all or any part of Lessee’s obligations owing to Lessor hereunder. For the avoidance of doubt, if Lessee pays or prepays the Indebtedness described in subsection (l) of the definition of Permitted Indebtedness, Lessee shall provide prior written notice to Lessor of such payment or prepayment and Lessee shall pay, at Lessor’s option and immediately upon notice from Lessor, Lessee’s obligations owing to Lessor hereunder, such amount calculated as under Section 19 hereof. (j) Lessee agrees to xxxxx Xxxxxx the management rights described below (as to itself and its current and future direct and indirect subsidiaries) and further agrees that it (and its current and future direct and indirect subsidiaries) will give due consideration to such input as may be provided by Lessor. In the event Lessor reasonably demonstrates such rights do not satisfy the requirement of the management rights for the purpose of qualifying Lessor’s interest in Lessee and its direct and indirect subsidiaries as a venture capital investment for the purposes of the United States Department of Labor “plan assets” regulation, 29 C.F.R. §2510.3-101, Lessee and Lessor shall reasonably cooperate in good faith to agree upon mutually satisfactory consultation rights that satisfy such regulation, including with respect to Lessee’s direct and indirect subsidiaries. Lessor will be entitled to the following rights: (i) to discuss, and provide advice with respect to, the business operations, properties and financial and other conditions of Lessee and its subsidiaries with their respective officers, employees and directors and the right to consult with and advise their respective senior management (the “Senior Management”) on matters materially affecting the business and affairs of Lessee and its subsidiaries; (ii) to submit business proposals or suggestions to Senior Management from time to time with the requirement that one or more members of Senior Management discuss such proposals or suggestions with Lessor within a reasonable period after such submission and the right to call a meeting with Senior Management in order to discuss such proposals or suggestions; and (iii) (a) to examine the books and records of Lessee and its subsidiaries, and (b) to request such other information at reasonable times and intervals in light of the normal business operations of Lessee and its subsidiaries concerning the general status of the business, financial condition and operations of Lessee and its subsidiaries but only to the extent such information is reasonably available to Lessee and its subsidiaries and in a format consistent with how Lessee and its subsidiaries maintain such information. (k) Lessee shall not create, incur, assume or be liable for any Indebtedness, other than Permitted Indebtedness. The covenants set forth in this Section 11 shall automatically terminate, without further action by any party, immediately upon the payment in full by Lessee of all amounts due to Lessor hereunder. Further, the security interest granted to the Lessor in the Collateral shall automatically, without further action by any party, terminate upon the payment in full by Lessee of all amounts due to Lessor hereunder.

COVENANTS OF LESSEE. Lessee covenants and agrees as follows: (a) Lessee shall will furnish Lessor (as to itself and its subsidiaries) (i1) within one hundred fifty ninety (15090) days after the end of each fiscal year of Lessee, a consolidated balance sheet of Lessee as at the end of such year, and the related statements consolidated statement of income and retained earnings and consolidated statement of cash flows of Lessee for such fiscal year, prepared in accordance with GAAP, all in reasonable detail and audited certified by independent certified public accountants of recognized standing selected by LesseeLessee (which shall be a "Big 6" accounting firm); (ii2) within ninety (90) days after the end of each fiscal year of Lessee, a consolidating balance sheet of Lessee as at the end of such year, and the related consolidating statement of income and consolidating income of cash flows of Lessee for such fiscal year, prepared in accordance with GAAP; (3) within thirty (30) days after the end of each quarter fiscal year of Lessee’s , Lessee=s Board approved operating plan for the next fiscal year a year; (4) within forty-five (45) days after the end of each quarter, an unaudited balance sheet of Lessee as at the end of such quarter, and the related statement of income and retained earnings and statement of cash flows of Lessee for such quarter, prepared in accordance with GAAP (subject to GAAP, except for the absence of footnotes and year-end adjustments); (iii5) as soon as available, but no later than within forty-five (45) days after completion, any 409A valuation report prepared by or at the direction of Lessee, (iv) within thirty (30) days after the end of each month of Lessee’s fiscal yearquarter, monthly financial information of Lessee, consisting of a an unaudited consolidating balance sheet of Lessee as at the end of such monthquarter, and the related consolidating statement of income and retained earnings and consolidating statement of cash flows of LesseeLessee for such quarter, (v) other financial information prepared in accordance with GAAP, except for the absence of footnotes and reports which are provided by Lessee to its board of directors, at the same time that such information is so provided to Lessee’s board of directors; (vi) Tabula Rasa’s capitalization table promptly after the year-end of each fiscal year of Tabula Rasa, and promptly after any New Issuance (as defined in the Co-Investment Agreement), (vii) with regard to the each Senior Facility, copies of the borrowing base certificates and compliance certificates furnished to the Senior Lender, within thirty (30) days of the closing of each month, (viii) promptly upon receipt, statements of accounts from Lessee’s primary banking institutions and investment accounts managersadjustments; and (ix6) such other financial information, operating reports and budgets as Lessor may reasonably require. Lessee shall furnish the information described in this Section 11(a) until Lessee has paid in full all amounts due to Lessor hereunder. Lessee may discharge its obligations under clauses (i) and (ii) of this Section 11(a) by furnishing to Lessor within ten (10) days after the date on which they are filed, all regular periodic reports, forms and other filings required to be made by Lessee to the Securities and including its Exchange Commission, if any; and (7) contemporaneously with the furnishing of the financial statements required pursuant to Clauses (1) and (3) above, a duly completed compliance certificate dated the date of such financial statements and signed by the chief financial officer of Lessee, containing a computation of the financial ratio set forth in Section 4(e) hereof and to the effect that such officer has not become aware of any governmental agency default or instrumentality under Applicable LawEvent of Default that has occurred and is continuing or, if there is any such event, describing it and the steps, if any, being taken to cure it. (b) Upon Lessor’s request, Lessee shall will promptly execute and deliver to Lessor consents to assignments, certificates of no default and such other further documents, instruments and assurances and take such further action as Lessor from time to time may reasonably requested by Lessor request in order to carry out the intent and purpose of this Lease and to establish and protect its the rights and/or interest and remedies created or intended to be created in the Equipment and the Collateral and to assure that favor of Lessor under the Lease Documents remain in full force and effectDocuments. (c) Lessee shall provide written notice to Lessor: (i1) within thirty (30) days prior to after any contemplated change in its the name or its place address of business or, if more than one, its the chief executive office, or its mailing address or organizational number if it has one and, if Lessee does not have such a number and later obtains one, Lessee shall forthwith notify Lessor of such organizational identification number office of Lessee; (ii) promptly upon Lessee becoming aware of the occurrence of any Default or Event of Default; (iii) promptly upon Lessee becoming aware of the commencement or overt threat of any action or proceeding against or affecting Lessee or the Collateral with an amount in controversy equal to or exceeding $1,000,000; (iv) of the commencement of proceedings under Federal bankruptcy laws, or any other insolvency laws (as now or hereafter in effect) involving Lessee or any Person (other than Lessor) holding an interest in the Equipment or Collateral or related property as the debtor; (v) promptly upon Lessee becoming aware of (1) any alleged material violation of Applicable Law by Lessee, or (2) any threatened or actual suspension, revocation or rescission of any Permit necessary for Lessee to be in compliance with the terms hereof; and (vi) promptly after any of the Equipment becomes lost, stolen, destroyed, materially damaged or worn out. (d) Lessee will not change its type of organization, jurisdiction of organization or other legal structure. (e) Lessee shall not attach or incorporate the Equipment to or in any other item of equipment or any realty in such a manner that the Equipment may be deemed to have become an accession to or a part of such other item of equipment or realty. (f) Lessee shall cause each principal item of the Equipment to be marked at all times, in a plain, distinct and legible manner, with the name of Lessor or its designee followed by the words “Lessor and Secured Party,” or other appropriate words designated by Lessor on labels furnished by Lessor. (g) Lessee will (i) refrain from withholding, from payments made by Lessee to Lessor or any Transferee under any Lease Document, any Federal income tax under any section of the Code (including, without limitation; Section 1442) provided that Lessee receives from any Transferee that is a foreign person (and from Lessor, if Lessor is a foreign person), a valid IRS Form W-8 BEN (and any successor form) or such other form or documentation as may be required to qualify payments hereunder for the “portfolio interest” exemption under Code Section 871(h) or 881(c), and (ii) timely file all required information and other returns required under Federal income tax regulations implementing and interpreting Section 871(h) and 881(c) of the Code. (h) Lessee shall not convey, sell, lease, transfer or otherwise dispose of (collectively, a “Transfer”) all or any part of its business or property, except for Transfers of (i) obsolete equipment; (ii) inventory in the ordinary course of business, or (iii) non-exclusive licenses and similar arrangements for the use of property of Lessee in the ordinary course of business. (i) If Lessee prepays all or substantially all of its Indebtedness owing to a third party, whether or not such prepayment is voluntarily or involuntarily made by Lessee before or after any default or acceleration of such obligations, Lessee shall pay, at Lessor’s option and immediately upon notice from Lessor, all or any part of Lessee’s obligations owing to Lessor hereunder. For the avoidance of doubt, if Lessee pays or prepays the Indebtedness described in subsection (l) of the definition of Permitted Indebtedness, Lessee shall provide prior written notice to Lessor of such payment or prepayment and Lessee shall pay, at Lessor’s option and immediately upon notice from Lessor, Lessee’s obligations owing to Lessor hereunder, such amount calculated as under Section 19 hereof. (j) Lessee agrees to xxxxx Xxxxxx the management rights described below (as to itself and its current and future direct and indirect subsidiaries) and further agrees that it (and its current and future direct and indirect subsidiaries) will give due consideration to such input as may be provided by Lessor. In the event Lessor reasonably demonstrates such rights do not satisfy the requirement of the management rights for the purpose of qualifying Lessor’s interest in Lessee and its direct and indirect subsidiaries as a venture capital investment for the purposes of the United States Department of Labor “plan assets” regulation, 29 C.F.R. §2510.3-101, Lessee and Lessor shall reasonably cooperate in good faith to agree upon mutually satisfactory consultation rights that satisfy such regulation, including with respect to Lessee’s direct and indirect subsidiaries. Lessor will be entitled to the following rights: (i) to discuss, and provide advice with respect to, the business operations, properties and financial and other conditions of Lessee and its subsidiaries with their respective officers, employees and directors and the right to consult with and advise their respective senior management (the “Senior Management”) on matters materially affecting the business and affairs of Lessee and its subsidiaries; (ii) to submit business proposals or suggestions to Senior Management from time to time with the requirement that one or more members of Senior Management discuss such proposals or suggestions with Lessor within a reasonable period after such submission and the right to call a meeting with Senior Management in order to discuss such proposals or suggestions; and (iii) (a) to examine the books and records of Lessee and its subsidiaries, and (b) to request such other information at reasonable times and intervals in light of the normal business operations of Lessee and its subsidiaries concerning the general status of the business, financial condition and operations of Lessee and its subsidiaries but only to the extent such information is reasonably available to Lessee and its subsidiaries and in a format consistent with how Lessee and its subsidiaries maintain such information. (k) Lessee shall not create, incur, assume or be liable for any Indebtedness, other than Permitted Indebtedness. The covenants set forth in this Section 11 shall automatically terminate, without further action by any party, immediately upon the payment in full by Lessee of all amounts due to Lessor hereunder. Further, the security interest granted to the Lessor in the Collateral shall automatically, without further action by any party, terminate upon the payment in full by Lessee of all amounts due to Lessor hereunder.;