Common use of Financial Statements and Other Reports Clause in Contracts

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; (b) [reserved]; (c) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; (b) [reserved]; (c) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and; (k) within thirty (30) days after the last day of each month, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement; (l) within ten (10) days after the last day of each month, a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date); and (m) within ten (10) Business Days of any reasonable request by Agent, deliver to Agent a schedule of Eligible Accounts denoting the thirty (30) largest Account Debtors during the calendar quarter most recently ended prior thereto; provided that, if no Event of Default has occurred and is continuing, Borrower shall not be required to deliver such a schedule to Agent more than once per calendar month.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating (if applicable and requested in advance by Agent) balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently appliedapplied (setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder), all in reasonable detail, certified by a Responsible Officer and in a form reasonably acceptable to Agent; (b) [reserved]together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one hundred twenty and eighty (120180) days after the last day of each of Borrower’s fiscal year, audited consolidated and consolidating (if applicable and requested in advance by Agent) financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a going concern qualification based solely on the upcoming maturity date of the Debt under this Agreement occurring within 12 months of the date of such audit, any Credit Party having negative profits or a determination that any Credit Party has less than 12 months liquidity) on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand One Million Dollars ($50,0001,000,000) or more; (f) prompt written notice of an event that materially and adversely affects has a Material Adverse Effect on the value of any Intellectual PropertyMaterial Intangible Asset; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and but in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly, and together with the monthly financial statements described in any event within five (5a) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each monthabove, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) monthly cash and cash equivalents of Borrowers and Borrowers, Borrowers and their Consolidated Subsidiaries, and (ii) the Excluded Subsidiaries and compliance with the financial covenants set forth in this Agreement.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) 250,000 or more; ; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; ; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; ; and (ih) written notice to Agent promptlyan updated Schedule 5.8 at least once per each twelve (12) month period. Each Borrower will, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Material Contracts. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal quarter, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; (c) as soon as available, but no later than one hundred and twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an KPMG International or another independent certified public accounting firm acceptable to Agent in its reasonable discretion; firm; (dc) within five (5) days Business Days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (ed) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Five Hundred Thousand Dollars ($50,000500,000) or more; ; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; Property material to the business of the Credit Parties; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal yearsyear, on a quarterly basis for the current year basis; and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice ; provided, however, that reporting related to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Permits and/or Regulatory Required Permit has been revoked or withdrawn; (j) promptlyReporting Events shall be governed by Section 4.17. Each Borrower will, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent with the, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing Officer. Each Borrower will, within fifteen (i15) cash days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and accounts payable (ii) compliance with the financial covenants set forth in this Agreementby invoice date).

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a) as soon as available, but no later than thirty (30) days after the last day of each month, a bank statement of each Borrower certified by a Responsible Officer and in a form reasonably acceptable to the Agent; (b) as soon as available, but no later than forty-five (45) days after the last day of each fiscal quarter, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its their Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; (b) [reserved]; ; (c) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an Ernst & Young or another independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d) within five (5) days Business Days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s Borrowers’ security holders or to any holders of any Subordinated Debt and copies of all reports and other filings made by any Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could would reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Five Hundred Thousand Dollars ($50,000500,000) or more; ; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; ; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; ; and (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and MidCap / Aptevo Therapeutics / Term Credit and Security Agreement \DC - 036639/000031 - 8550121 v15 information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice ; provided, however, that reporting related to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Permits and/or Regulatory Required Permit has been revoked or withdrawn; (j) promptlyReporting Events shall be governed by Section 4.16. Each Borrower will, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement.

Financial Statements and Other Reports. Each Borrower Holdings will deliver to Agent: : (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow sheet and income statement covering BorrowersHoldings’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; promptly following the reasonable request of Agent, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Credit Parties with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s Holdings’ fiscal year, audited consolidated and consolidating financial statements statements, including, without limitation, a cash flow statement, prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e) (i) on a quarterly basis, that certain litigation letter or disclosure statement delivered to Holdings’ independent public accountants at substantially the same time such letter or disclosure statement is delivered to Holdings’ independent public accountants and (ii) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could (A) reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Five Hundred Thousand Dollars ($50,000500,000) or more; , (B) if adversely decided could reasonably be expect to have a Material Adverse Effect or (C) in any manner draws into question the validity of any of the Operative Documents; (f) prompt written notice of an event that materially and adversely affects has had or reasonably could be expected to have a Material Adverse Effect on the value of any Intellectual Property; ; and (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly. Each Borrower will, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Material Contracts. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Domestic Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, Standard & Poor’s Corporation, Mxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthof the first three calendar quarters, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; (c) as soon as available, but no later than one hundred twenty sixty-five (12065) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm of recognized national standing selected by the Borrower and acceptable to Agent in its reasonable discretion; ; provided that such opinion shall not contain a “going concern” or like qualification or exception or a qualification arising out of the scope of the audit; (dc) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (gd) within sixty (60) 60 days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; ; and (he) promptly (and in any event within ten (10) days Business Days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice ; provided, however, that reporting related to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit Permits and/or Regulatory Reporting Events shall be governed by Section 4.17. If the Parent publicly files with the SEC reports on Form 10-K or Form 10-Q for the applicable periods or any other periodic reports containing the information required by clauses (iva) any material Regulatory Required Permit has been revoked or withdrawn; through (jc) promptlyabove, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any Parent may satisfy such event or change, or specifying the notice given or action taken requirements by such holder or Person and the nature of such event or changefiling. Each Borrower will, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent a duly completed Compliance Certificate Certificate, together with such other information as required pursuant to Section 6.3, signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement.

Financial Statements and Other Reports. Each (a) Borrower will deliver shall, and shall cause each other Credit Party to, maintain a system of accounting established and administered in accordance with sound business practices to permit preparation of financial statements in accordance with GAAP and to provide the information required to be delivered to Administrative Agent and the Lenders hereunder. (b) Borrower shall furnish to Administrative Agent (or cause to be furnished to Administrative Agent) the following financial information and reports in each case, in form and format and providing information satisfactory to Administrative Agent in its discretion: (ai) within forty-five (45) days of the end of each calendar quarter (other than a calendar quarter which is also the end of a Fiscal Year), unaudited consolidated quarterly financial statements (including a balance sheet, an income statement and a statement of cash flows) of the Parent REIT and its Consolidated Subsidiaries (including Borrower), in comparison to the same quarter and year-to-date for the prior Fiscal Year, and certified by a Responsible Officer of the Parent REIT; (ii) within ninety (90) days after the end of each Fiscal Year, audited annual financial statements (including a balance sheet, an income statement and a statement of cash flows) of the Parent REIT and its Consolidated Subsidiaries on a consolidated basis; (iii) with each of the financial statements furnished to Administrative Agent pursuant to subsections (i) and (ii) hereof, a Compliance Certificate in the form attached, including the calculations supporting the statements contained therein; (iv) promptly after the sending or filing thereof, copies of each financial statement, report, notice or proxy statement sent by the Parent REIT or any Subsidiary to its stockholders or other equity holders, and copies of each regular, periodic or special report, registration statement or prospectus (including all Form 10-K, Form 10-Q and Form 8-K reports) filed by the Parent REIT or any Subsidiary with any securities exchange or the Securities and Exchange Commission or any successor agency; (v) as soon as available, but no later than an in any event within thirty (30) days after the last day end of each monthFiscal Year of the Parent REIT, a company copy of the Parent REIT's consolidated projections of revenues, expenses and balance sheet on a quarter-by-quarter basis, with such projections in reasonable detail prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during by the period, prepared under GAAP, consistently applied, certified by a Responsible Officer Parent REIT and in form satisfactory to Administrative Agent (which shall include a form acceptable to Agentsummary of all significant assumptions made in preparing such business plan); (bvi) [reserved]; (c) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing promptly upon receipt thereof, copies of all material statements, any reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower the independent accountants in connection with any stock exchange on which any securities of any Borrower are traded and/or the SECaudit; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (gvii) within sixty fifteen (6015) days after timely filing thereof, the start annual federal income tax returns with all schedules and exhibits thereto of each fiscal year, projections for Borrower and the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year;Parent REIT; and (h) promptly (and in any event within ten (10) days of any request thereforviii) such readily available other budgets, sales projections, operating plans and other financial information and additional information, reports or statements regarding the Borrowers, their business and the Collateral Credit Parties as Administrative Agent may from time to time reasonably request; . The financial statements furnished to Administrative Agent pursuant to subsections (i) written notice and (ii) hereof shall fairly represent the financial condition of the Parent REIT and its Consolidated Subsidiaries, shall be prepared in accordance with GAAP (except that quarterly financial statements shall not have footnotes and shall be subject to Agent promptlynormal year end adjustments) and, with respect to annual financial statements, shall be audited by KPMG or such other independent certified public accountant reasonably acceptable to Administrative Agent. (c) As soon as available and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day end of each monthcalendar quarter, and from time to time upon the reasonable request of Administrative Agent, Borrower shall deliver to Administrative Agent a Borrowing Base Certificate as of the most recent Borrowing Base Determination Date, together with such reconciliation reports as may be reasonably requested by Administrative Agent with respect to the components of such Borrowing Base Certificate. Within ten (10) Business Days after any request therefor, Borrower shall deliver to Administrative Agent such information in such detail concerning the amount, composition and manner of calculation of the Borrowing Base as Administrative Agent may reasonably request. (d) At any time while and so long as an Event of Default shall be continuing, Borrower shall deliver to Administrative Agent a report of KPMG or other independent auditor reasonably satisfactory to Administrative Agent (which may be, or be affiliated with, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (iLender) cash and cash equivalents with respect to the components of Borrowers and Borrowers and their Consolidated Subsidiariesthe Borrowing Base, and (ii) compliance with which report shall indicate whether or not the financial covenants information set forth in this Agreementthe Borrowing Base Certificate most recently delivered is accurate and complete in all material respects based upon a review by such auditor of the components included in calculation of the Borrowing Base. (e) From time to time, if Administrative Agent determines that obtaining Appraisals is necessary in order for a Lender to comply with applicable Laws, Borrower shall furnish to Administrative Agent Appraisals in form and substance and from appraisers reasonably satisfactory to Administrative Agent stating the then current fair market values of all or any portion of the Properties owned by each Credit Party. In addition to the foregoing, Administrative Agent may, from time to time, but no more than once during each calendar year, require Borrower to obtain and deliver to Administrative Agent Appraisals in form and substance reasonably satisfactory to Administrative Agent stating the then current fair market values of all or any portion of the Properties owned by each Credit Party. In addition to the foregoing, Borrower may, from time to time, but no more than once during each calendar year, upon request to Administrative Agent and at Borrower's sole expense, obtain and deliver to Administrative Agent Appraisals in form and substance reasonably satisfactory to Administrative Agent stating the then current fair market values of all or any portion of the Properties owned by each Credit Party. (f) Promptly upon receipt or filing thereof, Borrower shall, and shall cause each Credit Party to, deliver to Administrative Agent copies of any reports or notices related to any material taxes and any other material reports or notices received by any Credit Party from, or filed by any Credit Party with, any Governmental Authority.

Financial Statements and Other Reports. Each Borrower Holdings will deliver to Agent: : (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow sheet and income statement covering BorrowersHoldings’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; promptly following the reasonable request of Agent, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Credit Parties with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s Holdings’ fiscal year, audited consolidated and consolidating financial statements statements, including, without limitation, a cash flow statement, prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; , unless such reports or other filings are otherwise available on the public website of the SEC (www.SEC.gov); (e) (i) on a quarterly basis, that cerxxxx xxxxxxtion letter or disclosure statement delivered to Holdings’ independent public accountants at substantially the same time such letter or disclosure statement is delivered to Holdings’ independent public accountants and (ii) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could (A) reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Five Hundred Thousand Dollars ($50,000500,000) or more; , (B) if adversely decided could reasonably be expect to have a Material Adverse Effect or (C) in any manner draws into question the validity of any of the Operative Documents; (f) prompt written notice of an event that materially and adversely affects has had or reasonably could be expected to have a Material Adverse Effect on the value of any Intellectual Property; ; and (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly. Each Borrower will, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Material Contracts. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Domestic Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating Portions of this Exhibit were omitted, as indicated by [***], and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal quarter (beginning with the first full fiscal quarter ending after the Closing Date), a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar Taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an Xxxxx Xxxxxxxx LLP or another independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; provided that such opinion shall not contain a “going concern” or like qualification or exception or a qualification arising out of the scope of the audit (other than solely with respect to, or resulting solely from (i) an upcoming maturity date under this Agreement or other Permitted Debt occurring within one year from the time such report is delivered or (ii) any potential inability to satisfy any financial maintenance covenant on a future date or in a future period); (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; a Material Adverse Effect; and (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; request (i) written notice to Agent promptly, and in any event within five (5) Business Days unless the disclosure of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) such information would require the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken forfeiture by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take of attorney client privilege with respect theretoto such document; and provided, however, that such Credit Party or Subsidiary shall take all actions reasonably requested by Agent to allow access to such document without otherwise forfeiting such privilege). If Accuray publicly files with the SEC reports on Form 10-K or Form 10-Q for the applicable periods or any other periodic reports containing the information required by clauses (ka), (c) and (d) above, Accuray shall be deemed to satisfy such requirements by such filing. Each Borrower will, within thirty forty-five (3045) days after the last day of each monthfiscal quarter, deliver to Agent with the quarterly financial statements described in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants covenant set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Material Contracts. Each Borrower will, within twenty (20) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. Each Borrower will deliver to Administrative Agent: : (a1) as soon as available, but no later than thirty (30) days after the last day of each monthperiod then allowed for fiscal quarterly reporting to the SEC per SEC Regulation S-K, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ such Borrower’s consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Administrative Agent; ; (b) [reserved]; (c2) as soon as available, but no later than one hundred twenty (120) days the period then allowed for fiscal annual reporting to the SEC per SEC Regulation S-K after the last day of the Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an Ernst & Young or another independent certified public accounting firm acceptable to the Administrative Agent in its reasonable discretion; ; (d3) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s Borrowers’ security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e4) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) 250,000 or more; ; (f5) prompt written notice after any Borrower becomes aware of an event that materially and adversely affects the value of any Intellectual Property; ; and (g6) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Administrative Agent may from time to time reasonably request; (i) written notice to Agent promptly. Each Borrower will, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) conjunction with the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day delivery of each monthset of financial statements required under clause (l) above, deliver to Administrative Agent, a duly completed Compliance Certificate signed by a Responsible Officer setting which shall, inter alia, set forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants (if any) set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Administrative Agent copies of all swap agreements or other derivative instruments to which any Borrower is a party. Each Borrower will, within ten (10) days after the last day of each month, deliver to Administrative Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with (i) aged listings of accounts receivable and accounts payable (by invoice date), (ii) the perpetual Inventory and (ii) a schedule of each Borrower’s Equipment. Documents required to be delivered pursuant to this Section 4.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrowers post such documents, or provide a link thereto on the Principal Borrower’s website on the Internet at the Principal Borrower’s website address of wxx.xxxxxxx.xxx (or such other website address as Borrowers may provide to Administrative Agent in writing from time to time); provided, that: (x) to the extent Administrative Agent is otherwise unable to receive any such electronically delivered documents, Borrowers shall, upon request by Administrative Agent, deliver paper copies of such documents to Administrative Agent until a written request to cease delivering paper copies is given by Administrative Agent and (y) Borrowers shall notify Administrative Agent (by telecopier or electronic mail) of the posting of any such documents or provide to Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: Agent (notwithstanding the below, Borrowers will be deemed to have furnished to Agent the information referred to in clauses (a), (c) and (d)(ii) if Borrowers have filed such reports and information with the SEC via the XXXXX system (or any successor system) and such reports and information are publicly available): (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal quarter, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAPGAAP or IFRS, as applicable, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; ; (b) together with the financial reporting package described in (a) above, evidence that appropriate and correct payroll payments were made to [reservedREDACTED: The omitted text sets forth name of a company]; , with respect to employees of Novadaq Tech, and [REDACTED: The omitted text sets forth name of a company], with respect to employees of Novadaq Corp, as third party payroll processors; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAPGAAP or IFRS, as applicable, consistently applied, together with an unqualified opinion (other than as a result of the upcoming maturity date of the Debt under this Agreement occurring within 12 months of the date of such audit) on the financial statements from an KPMG or another independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d) within five (5) days of delivery or filing thereof, (i) copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and (ii) copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) 1,000,000 or more; ; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; Property the loss of which would reasonably be expected to cause a Material Adverse Effect; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; ; and (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice ; provided, however, that reporting related to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Permits and/or Regulatory Required Permit has been revoked or withdrawn; (j) promptlyReporting Events shall be governed by Section 4.17. Each Borrower will, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) monthly cash and cash equivalents of Borrowers and Borrowers and their Consolidated SubsidiariesSubsidiaries and, and (ii) as applicable, compliance with the financial covenants set forth in this Agreement. Each Borrower will, within fifteen (15) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, within five (5) Business Days of any reasonable request by Agent, deliver to Agent a schedule of Eligible Accounts denoting the thirty (30) largest Account Debtors during calendar quarter most recently ended prior thereto.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating (if applicable and requested in advance by Agent) balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently appliedapplied (setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder), all in reasonable detail, certified by a Responsible Officer and in a form reasonably acceptable to Agent; (b) [reserved]together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one hundred twenty and eighty (120180) days after the last day of each of Borrower’s fiscal year, audited consolidated and consolidating (if applicable and requested in advance by Agent) financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a going concern qualification based solely on the upcoming maturity date of the Debt under this Agreement occurring within 12 months of the date of such audit, any Credit Party having negative profits or a determination that any Credit Party has less than 12 months liquidity) on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand One Million Dollars ($50,0001,000,000) or more; (f) prompt written notice of an event that materially and adversely affects has a Material Adverse Effect on the value of any Intellectual PropertyMaterial Intangible Asset; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and but in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) together with the monthly financial statements described in (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing monthly cash and cash equivalents of Borrowers, Borrowers and their Consolidated Subsidiaries, and the Excluded Subsidiaries and compliance with the financial covenants set forth in this Agreement. (j) within ten (10) Business Days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). (k) within fifteen (15) Business Days of Agent’s reasonable request, deliver to Agent a schedule of Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter. (l) written notice to Agent promptly, and but in any event within five ten (510) Business Days of a Responsible Officer of a Borrower receiving, receiving written notice or otherwise becoming aware of or determining that: of: (i) development, testing, any development and/or manufacturing of any Product that is material to Borrowers’ business should cease, ; (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and salebusiness, should cease or such Product should be withdrawn in a material quantity from the marketplace, ; (iii) any Governmental Authority is conducting an investigation provides any Borrower or review any Subsidiary with written notice of the threatened or actual revocation, termination or suspension of any material Regulatory Required Permit or the loss of which would be reasonably expected to result in a Material Adverse Effect; (iv) any material Regulatory Required Permit Permit, the loss of which could be reasonably expected to result in a Material Adverse Effect, has been revoked or withdrawn; (jv) any Governmental Authority, including without limitation the FDA, the Office of the Inspector General of HHS or the United States Department of Justice, has commenced (A) any action against a Credit Party or a Subsidiary thereof that could be reasonably expected to have a Material Adverse Effect, or (B) any action to enjoin a Credit Party or a Subsidiary thereof from conducting their businesses at any facility owned or used by them or for any material civil penalty, injunction, seizure or criminal action; (vi) receipt by Borrower or any Subsidiary thereof from the FDA of a warning letter, “untitled letter,” other written correspondence or written notice setting forth alleged material violations of laws and regulations enforced by the FDA, or any comparable written correspondence from any state or local authority responsible for regulating medical device products, or any comparable written correspondence from any foreign Governmental Authority exercising authority comparable to the FDA alleging material noncompliance with any applicable Healthcare Laws the result of which would be reasonably expected to result in a Material Adverse Effect; (vii) any material failures in the manufacturing of any material Product have occurred such that the amount of such Product successfully manufactured in accordance with all specifications thereof shall materially decrease; or (viii) any Borrower or any Subsidiary thereof engaging in any material Recalls, Market Withdrawals, or other forms of product retrieval from the marketplace of any Products (other than discrete batches or lots that are not material in quantity or amount and are not made in conjunction with a larger recall) (each of the events set forth in clauses (i)-(viii) a “Regulatory Reporting Event”); (m) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act; and (n) promptly, but in any event within three ten (310) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any written notice of any violation of applicable Healthcare Laws) that has resulted or could would reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after . Borrower may deliver any of the last day of each month, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants documents set forth in clauses (a), (c) and (d) of this AgreementSection 4.1 by posting such documents on Borrower’s website or to the SEC’s XXXXX system, and such documents shall be deemed to have been delivered on the date on which Borrower posts such documents.

Financial Statements and Other Reports. Each Borrower will deliver to Administrative Agent: : (a1) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal quarter, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ Borrower’s consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Administrative Agent; , (b) [reserved]; (c2) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Administrative Agent in its reasonable discretion; ; (d3) on a monthly basis promptly following receipt thereof from the applicable financial institutions, copies of the account statements for all of Borrowers’ Deposit Accounts and Securities Account; (4) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e5) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; ; (f6) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; ; (g7) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of Principal Borrower’s receipt thereof, a copy of any request therefor) notice received by Principal Borrower from the required number of holders of the Series A Preferred Stock and Series B Preferred Stock of the Principal Borrower stating that such readily available other holders have elected to invoke any of their rights requiring the Principal Borrower to manditorily redeem any or all of such Series A Preferred Stock and Series B Preferred Stock of the Principal Borrower, and (8) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Administrative Agent may from time to time reasonably request; (i) written notice to Agent promptly. Each Borrower will, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) conjunction with the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day delivery of each monthset of financial statements required under clauses (1) and (2) above, deliver to Administrative Agent with a duly completed Compliance Certificate signed by a Responsible Officer setting Officer, which shall inter alia, set forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement, if any.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal quarter, a company prepared consolidated and consolidating (and, if any Excluded Foreign Subsidiaries then exist, consolidating) balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding fiscal quarter of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Agent; (b) [reserved]; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating (and, if any Excluded Foreign Subsidiaries then exist, consolidating) financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion, it being agreed by Agent that Gxxxx Xxxxxxxx LLP and its successors are acceptable to Agent; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; provided that, such delivery requirement shall be satisfied to the extent such reports and other filings are publically available on the SEC’s EXXXX system or any successor thereto; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual PropertyMaterial Intangible Asset; (gf) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (hg) promptly (and but in any event within ten (10) days of any request therefor) such other readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (h) within thirty (30) days after the last day of each month (or, in the case of the last month in each fiscal quarter, within forty-five (45) days after the last day of such month), a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing monthly cash and Cash Equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries and compliance with the financial covenants set forth in this Agreement; (i) written notice to Agent promptly, and but in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, receiving written notice or otherwise becoming aware of or determining that: : (i) any development, testing, and/or manufacturing manufacturing, or distribution of any Product that is material to Borrowers’ business should cease, whether (A) temporarily and (1) outside of the ordinary course of business or (2) pursuant to an order by a Governmental Authority, or (B) permanently; (ii) the marketing or any sales of a Product, Product which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, whether temporarily or permanently; (iii) any Governmental Authority is conducting an investigation a non-routine investigation, audit, or review of any material Regulatory Required Permit or Permit; (iv) any material Regulatory Required Permit has been revoked suspended, revoked. withdrawn, or withdrawnadversely limited, modified, or restricted; (v) any Governmental Authority, including without limitation the FDA, DEA, the Office of the Inspector General of the Department of Health and Human Services (“HHS”) or the United States Department of Justice, has commenced or threatened to initiate any administrative, regulatory, civil or criminal enforcement action, injunction, seizure, investigation or non-routine inspection related to or against any Product or any Credit Party or a Subsidiary thereof, or any action to enjoin a Credit Party or a Subsidiary thereof, or their officers, directors, employees, shareholders or their agents and Affiliates, in such capacity, from conducting their businesses at any facility owned or used by them; (vi) receipt by Borrower or any Subsidiary thereof from the FDA of a warning letter, Form FDA-483, untitled letter, other correspondence or notice setting forth alleged violations of any Law, including any Healthcare Law or other laws and regulations enforced by the FDA, or any comparable correspondence or notice from any other Governmental Authority responsible for regulating drug products and establishments with regard to any Product or the testing, development, manufacture, processing, packing, holding, import, export, labeling, or distribution thereof; (vii) any failures in the manufacturing of any Product have occurred such that the amount of such Product successfully manufactured in accordance with applicable Laws and all specifications thereof and sales by Borrower therefor in any month shall decrease significantly as compared to the quantities of such Product and sales otherwise planned to be generated in such month; (viii) any Borrower or any Subsidiary thereof becoming subject to any proceeding, suit, administrative or regulatory enforcement action, investigation or non-routine inspection by any federal, state or local Governmental Authority or quasi-governmental body, agency, board or authority or any other administrative or investigative body (including the Office of the Inspector General of HHS); or (ix) any Borrower or any Subsidiary thereof engaging in any Recalls, Market Withdrawals, or other forms of product retrieval from the marketplace of any Products, except for routine stock rotation practices or routine equipment adjustments and repairs (each of the events set forth in clauses (i)-(ix) a “Regulatory Reporting Event”). Borrower shall, and shall cause each Credit Party, to promptly provide such further information (including copies of relevant documentation) as Agent or any Lender shall reasonably request with respect to any Regulatory Reporting Event; (j) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act; (k) promptly, but in any event within three five (35) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and; (kl) promptly, but in any event within thirty five (305) days Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of a reportable event under Section 4043 of ERISA (for which a reporting requirement is not waived) with respect to any Pension Plan; (m) promptly, but in any event within five (5) Business Days, upon receipt of the same, copies of all notices, requests and other documents received by any Credit Party or any Subsidiary under or pursuant to any Material Contract regarding or related to any material breach or default by any party thereto or any other event that could reasonably be expected to materially impair the value of the interests or the rights of any Credit Party or any Subsidiary under any Material Contract or otherwise have a Material Adverse Effect; (n) together with the next Compliance Certificate required to be delivered under subsection (i) with respect to the last day month of each montha fiscal quarter, following the request of Agent written notice of the execution of any material amendment, consent, waiver or other modification to any Material Contract or the entry into any new Material Contract and, following the request of Agent, a duly completed Compliance Certificate signed by copy of any such amendment, consent, waiver, other modification or new Material Contract; (o) written notice to Agent promptly, but in any event within three (3) Business Days, of a Responsible Officer setting forth calculations showing of a Borrower receiving written notice or otherwise becoming aware of: (i) cash and cash equivalents any legal actions pending or threatened in writing against any Borrower or any of Borrowers and Borrowers and their Consolidated Subsidiaries, and its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of One Million Dollars ($1,000,000) or more; (ii) compliance the institution of any proceeding (A) seeking equitable relief with respect to a Credit Party or Subsidiary or involving an alleged liability of any Credit Party or any Subsidiary equal to or greater than $1,000,000 or any adverse determination in any proceeding involving equitable relief or a potential liability of any Credit Party or any Subsidiary equal to or greater than $1,000,000 or (B) which in any manner calls into question the financial covenants set validity or enforceability of any Financing Document; (iii) any Default or Event of Default; or (iv) any strikes or other labor disputes pending or, to any Borrower’s knowledge, threatened in writing against any Credit Party; Borrowers represent and warrant that Schedule 4.1(o) sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under clause (o) above. Borrower shall, and shall cause each Credit Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in this Agreementclauses (j) and (o) above.

Financial Statements and Other Reports. Each Borrower Representative will deliver to Agent: (a) as soon as availableof the date such information is filed with the SEC, but no later than thirty forty-five (3045) days after the last day of each monthof the first three calendar quarter of each calendar year, a company prepared consolidated and consolidating balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ Radius Health and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAPGAAP (subject to normal year-end adjustments and the absence of footnote disclosures), consistently applied, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to AgentOfficer; (b) [reserved]; (c) as soon as availableof the date such information is filed with the SEC, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s Borrowers’ fiscal year, audited consolidated and consolidating financial statements of Radius Health and its Consolidated Subsidiaries prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an any of Deloitte LLP, Ernst & Young LLP, PricewaterhouseCoopers, LLP and KPMG LLP (or any successor thereto), or another independent certified public accounting firm reasonably acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could would reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Ten Million Dollars ($50,00010,000,000) or more; (fe) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property[reserved]; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (hf) promptly (and but in any event within ten (10) days Business Days of any reasonable request therefortherefor or such longer period to which Agent may agree) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (g) together with the delivery of financial statements pursuant to Section 4.1(a) and (c), a duly completed Compliance Certificate signed by a Responsible Officer; (h) within twenty (20) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date); (i) within forty-five (45) days of the end of each fiscal quarter, a schedule of Eligible Accounts denoting the ten (10) largest Account Debtors during such quarter; (j) within forty-five (45) days of the end of each fiscal month, a certificate signed by a Responsible Officer showing monthly cash and cash equivalents of Borrowers, Borrowers and their Consolidated Subsidiaries, the Excluded Foreign Subsidiaries, and Borrower Unrestricted Cash as of the last day of such month; (k) written notice to Agent promptly, and but in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, receiving written notice or otherwise becoming aware of any of the following, in each case, to the extent that such event or determining that: action could reasonably be expected to have a Material Adverse Effect: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease (or be required to cease) or such Product should be withdrawn from the marketplace, ; (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (ivii) any material Regulatory Required Permit has been revoked or withdrawn; (jiii) any Governmental Authority, including without limitation the FDA, has commenced any action against a Credit Party or a Subsidiary thereof, (A) to enjoin a Credit Party or a Subsidiary thereof from conducting their businesses at any facility owned or used by them or (B) to impose any material civil or criminal penalty, injunction or seizure; (iv) receipt by a Borrower or any Subsidiary thereof from the FDA a warning letter, Form FDA-483, other correspondence or notice setting forth alleged material violations of laws and regulations enforced by the FDA, or any comparable correspondence from any state or local authority responsible for regulating drug or medical device products and establishments, or any comparable correspondence from any foreign counterpart of the FDA, or any comparable correspondence from any foreign counterpart of any state or local authority with regard to any material Product or the manufacture, processing, packing, or holding thereof; (v) any significant failures in the manufacturing of any material Product have occurred such that the amount of such Product successfully manufactured in accordance with all specifications thereof and the required payments to be made to any Borrower therefor in any month shall decrease significantly with respect to the quantities of such Product and payments produced in the prior month; or (vi) any Borrower or any Subsidiary thereof engaging in any Recalls, Market Withdrawals, or other forms of product retrieval from the marketplace of any Products (other than discrete batches or lots that are not material in quantity or amount and are not made in conjunction with a larger recall) (each of the events set forth in clauses (i)-(vi) a “Regulatory Reporting Event”); (l) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act; and (m) promptly, but in any event within three five (35) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could would reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k. Documents required to be delivered pursuant to Section 4.1(a) within thirty (30) days after the last day of each month, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (iic) compliance with or Section 4.9(a) below may be delivered electronically and if so delivered shall be deemed to have been delivered to the financial covenants set forth in this AgreementAgent and each Lender on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System.

Financial Statements and Other Reports. Each Borrower Representative will deliver to Administrative Agent: : (a1) as soon as available, but no later than thirty forty five (3045) days after the last day of each monthquarter, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ Borrower's consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Administrative Agent; ; (b) [reserved]; (c2) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s 's fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Administrative Agent in its reasonable discretion; , (d3) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s 's security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e4) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand One Million Dollars ($50,0001,000,000) or more; ; (f5) prompt written notice after any Borrower becomes aware of an event that materially and adversely affects the value of any Intellectual Property; Property relating to Opana ER; and (g6) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Administrative Agent may from time to time reasonably request; (i) written notice to Agent promptly. Each Borrower will, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) conjunction with the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day delivery of each monthset of financial statements required under clause (l) above, deliver to Administrative Agent, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents Officer. Promptly upon their becoming available, Borrowers shall deliver to Administrative Agent copies of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with all Swap Contracts to which any Borrower is a party. Promptly upon Administrative Agent's receipt of any of the financial covenants set forth foregoing in this AgreementSection 4.1, Administrative Agent shall deliver a copy to each Lender.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal quarter, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; (c) as soon as available, but no later than one hundred and twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an KPMG International or another independent certified public accounting firm acceptable to Agent in its reasonable discretion; firm; (dc) within five (5) days Business Days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (ed) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Five Hundred Thousand Dollars ($50,000500,000) or more; ; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; Property material to the business of the Credit Parties; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal yearsyear, on a quarterly basis for the current year basis; and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice ; provided, however, that reporting related to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Permits and/or Regulatory Required Permit has been revoked or withdrawn; (j) promptlyReporting Events shall be governed by Section 4.17. Each Borrower will, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent with the, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this AgreementOfficer.

Financial Statements and Other Reports. Each Borrower is hereby amended and restated in its entirety to read as follows: Financial Statements and Other Reports. Staffing 360 will deliver to Agent: : (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared “flash report” covering Staffing 360’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared in a manner, scope and consolidating detail consistent with the Staffing 360’s flash reports provided to Agent prior to the Closing Date, certified by a Responsible Officer and in a form acceptable to Agent, (b) as available, but no later than thirty (30) days after the last day of each fiscal quarter of Staffing 360, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ Staffing 360’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding fiscal quarter of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Agent; (b) [reserved]; ; (c) together with the flash reports described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Credit Parties with respect to the payroll period(s) occurring during such month; (d) as soon as available, but no later than one hundred twenty five (120105) days after the last day of BorrowerStaffing 360’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; , provided, however, for the Staffing 360’s 2015 fiscal year only, the opinion may contain a going concern qualification that is based on the Staffing 360’s liquidity consistent with the financial information described in Section 3.5 and with the closing and fundings under the terms of this Agreement; (de) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to BorrowerStaffing 360’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (ef) a prompt written report of any legal actions pending or threatened against any Borrower Credit Party or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower Credit Party or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; ; (fg) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year ; and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the BorrowersCredit Parties, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly. Commencing November 30, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving2015, becoming aware of or determining that: (i) developmentStaffing 360 will, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent (i) with the first two monthly flash reports described in clause (a) above and (ii) with quarterly financial statements described in clause (b) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrower shall deliver to Agent copies of all Swap Contracts and Material Contracts. Borrower will, within ten (10) Business Days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Credit Parties shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. Each Borrower 6.6.1 Seller will deliver or cause to Agentbe delivered to Purchaser: (a) as soon as available, but no later than thirty (30) days practicable after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; (b) [reserved]; (c) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (g) within sixty (60) days after the start end of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptlySeller, and in any event within five ninety (590) Business Days days thereafter, a balance sheet and related statements of income, retained earnings and changes in financial position of Seller, each prepared in reasonable detail and audited in accordance with GAAP by a Responsible Officer firm of a Borrower receivingcertified public accountants, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material with no qualification except as to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawnReceivables; (jb) promptlyif requested by Purchaser (at Purchaser's discretion), but in any event within within, forty-five (45) days after the end of (he first three (3) Business Daysfiscal quarters of each fiscal year, after any Responsible Officer an unaudited balance sheet as at the end of any Borrower obtains knowledge such fiscal quarter and unaudited statements of income and retained earnings of Seller for the period from the beginning of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected fiscal year to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature end of such event or changefiscal quarter, each prepared in reasonable detail and in accordance with GAAP (except for the absence of footnotes and for year end adjustments which would not have a material effect, and what action the applicable Credit Party inconsistencies specifically disclosed therein), and certified by an authorized financial or Subsidiary has taken, is taking or proposes to take with respect thereto; andaccounting officer of Seller; (kc) within thirty (30) days after the last day promptly upon receipt thereof, one copy of each monthother report submitted to the Seller by any certified public accountants in connection with any annual, a duly completed Compliance Certificate signed interim or special, audit made by a Responsible Officer setting forth calculations showing them of the books of the Seller; (d) promptly upon their becoming available, one copy of: (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiarieseach financial statement, and report, notice or request for a waiver or proxy statement sent by the Seller to shareholders generally; (ii) compliance any regular or periodic report, registration statement or prospectus concerning the Seller's existence, liabilities, assets or operations filed with, or sent to, or received from (to the extent the Seller is aware of such filing, transmission or receipt) any Regulatory Authority. (e) with reasonable promptness, such other data and information as to the business, operations, properties, assets or prospects, or the condition, financial covenants set forth in this Agreementor otherwise, of the Seller or the ability of the Seller to perform its obligations hereunder, as from time to time may be reasonably requested by Purchaser.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a) as soon as available, but no later than thirty days (30) days after the last day of each monthfiscal month that is not also the last month in a fiscal quarter, a company prepared consolidated and consolidating balance sheet, cash flow sheet and income statement covering Borrowers’ and its their Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer of Borrower Representative and in a form acceptable to Agent; , together with a Compliance Certificate as evidence that no Event of Default has occurred, (b) [reserved]; (c) as soon as available, but no later than one hundred twenty forty-five (12045) days after the last day of each fiscal quarter, a company prepared consolidated balance sheet, cash flow and income statement covering Borrowers’ and their Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer of Borrower Representative and in a form acceptable to Agent, together with a Compliance Certificate as evidence that no Event of Default has occurred; (c) together with the financial reporting package described in (b) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such fiscal quarter; (d) as soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; , together with a Compliance Certificate as evidence that no Event of Default has occurred; (de) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (ef) a prompt written (and in any event within five (5) Business Days) report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand One Million Dollars ($50,0001,000,000) or more; ; (fg) prompt (and in any event within three (3) Business Days) written notice of an event that materially and adversely affects the value ability of Borrowers to use any Intellectual Property; (g) within sixty (60) days after the start of each fiscal year, projections Property owned and/or licensed by Borrowers as necessary for the forthcoming two fiscal years, operation of the businesses of Borrowers as they are conducted on a quarterly basis for the current year Closing Date; and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; . Promptly (i) written notice to Agent promptly, and any in any event within five ten (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (310) Business Days) upon their becoming available, after any Responsible Officer Borrowers shall deliver to Agent copies of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a all Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this AgreementContracts.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; ; (b) [reserved]; together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one one-hundred twenty eighty (120180) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (except that such opinion may be qualified with a going concern statement solely based on recurring losses and net capital deficiencies of the Borrower) on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; SEC (provided that this delivery requirement shall not apply to any materials or information made available to such holders solely in their capacities as members of the Borrower’s board of directors and shall not apply to ministerial items); (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($50,000250,000) or more; ; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; Material Intangible Asset; and (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice ; provided, however, that reporting related to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Permits and/or Regulatory Required Permit has been revoked or withdrawn; (j) promptlyReporting Events shall be governed by Section 4.17. Each Borrower will, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this AgreementOfficer.

Financial Statements and Other Reports. Each Borrower Representative will deliver to Agent: : (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal yearyear (or the required SEC filing date for Holdings’ Form 10-K, if later), audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; discretion (it being understood that Cherry & Bekaert LLP is acceptable to Agent as of the Restatement Closing Date); (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC (provided that, the if such statements, reports and notices are available on SEC; ’s website, Borrower shall not have to separately deliver such items to Agent); (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) 250,000 or more; ; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; ; and (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly. Borrower Representative will, and in any event within forty-five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (3045) days after the last day of each month, deliver to Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrower Representative shall deliver to Agent copies of all Material Contracts. Borrower Representative will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrower Representative shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent. Promptly upon receipt, Borrowers shall deliver to Agent any written notices of default received from (i) any Note Purchase Creditor under the Note Purchase Documents and any written request by any party thereto for any waiver, amendment or modification of any of the terms thereof, (ii) any Treximet Note Purchase Creditor under the Treximet Note Purchase Documents and any written request by any party thereto for any waiver, amendment or modification of any of the terms thereof, (iii) Glaxo LLC with respect to the Treximet Supply Agreement and any written request by any party thereto for any waiver, amendment or modification of any of the terms thereof, (iv) GSK with respect to the Treximet Purchase Agreement and any written request by any party thereto for any waiver, amendment or modification of any of the terms thereof. Additionally, and also promptly upon receipt, Borrowers shall deliver to Agent any written notice of termination of the Treximet Distribution Agreement received by, or sent by, any Borrower.”

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a) as soon as available, but no later than thirty days (30) days after the last day of each monthfiscal month that is not also the last month in a fiscal quarter, a company prepared consolidated and consolidating balance sheet, cash flow sheet and income statement covering Borrowers’ and its their Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer of Borrower Representative and in a form acceptable to Agent; , together with a Compliance Certificate as evidence that no Event of Default has occurred, (b) [reserved]; (c) as soon as available, but no later than one hundred twenty forty-five (12045) days after the last day of each fiscal quarter, a company prepared consolidated balance sheet, cash flow and income statement covering Borrowers’ and their Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer of Borrower Representative and in a form acceptable to Agent, together with a Compliance Certificate as evidence that no Event of Default has occurred; (c) together with the financial reporting package described in (b) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such fiscal quarter; (d) as soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; , together with a Compliance Certificate as evidence that no Event of Default has occurred; (de) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (ef) a prompt written (and in any event within five (5) Business Days) report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand One Million Dollars ($50,0001,000,000) or more; ; (fg) prompt (and in any event within three (3) Business Days) written notice of an event that materially and adversely affects the value ability of Borrowers to use any Intellectual Property; (g) within sixty (60) days after the start of each fiscal year, projections Property owned and/or licensed by Borrowers as necessary for the forthcoming two fiscal years, operation of the businesses of Borrowers as they are conducted on a quarterly basis for the current year Closing Date; and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; . Promptly (i) written notice to Agent promptly, and any in any event within five ten (510) Business Days) upon their becoming available, Borrowers shall deliver to Agent copies of all Material Contracts. Each Borrower will, within ten (10) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent a duly completed Compliance Borrowing Base Certificate signed by a Responsible Officer setting forth calculations showing of Borrower Representative, with aged listings of accounts receivable and accounts payable (iby invoice date). Borrowers shall, every ninety (90) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiariesdays on a schedule to be designated by Agent, and at such other times as Agent shall reasonably request, deliver to Agent a schedule of Eligible Accounts denoting, for the thirty (ii30) compliance with the financial covenants set forth in this Agreementlargest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthof the first three fiscal quarters of TELA Bio’s fiscal year, a company prepared consolidated and consolidating (and, upon Agent’s request, consolidating) balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ TELA Bio’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAPin accordance with GAAP (subject to normal year-end adjustments and the absence of footnote disclosures), consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding fiscal quarter of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form reasonably acceptable to Agent; provided, that the filing by TELA Bio of its quarterly report with the SEC on Form 10-Q for such fiscal quarter shall be deemed to satisfy the requirements of this Section 4.1(a); (b) [reserved]Reserved; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of BorrowerTELA Bio’s fiscal year, audited consolidated (and consolidating upon Agents reasonable request consolidating) financial statements prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; provided, that the filing by TELA Bio of its quarterly report with the SEC on Form 10-K for such fiscal year shall be deemed to satisfy the requirements of this Section 4.1(c); (d) to the extent such financial information is not included in materials filed with the SEC and available via the EXXXX system of the SEC, within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Five Hundred Thousand Dollars ($50,000500,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Propertythe Material Intangible Assets; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and but in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) within forty-five (45) days of the end of each calendar quarter, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement; (j) within fifteen (15) days after the end of each calendar month, (i) a statement for the most recently completed month setting forth calculations showing cash and cash equivalents as of the end of such month of (x) Borrowers, (y) Borrowers and their Consolidated Subsidiaries and (z) the Restricted Foreign Subsidiaries, and (ii) if requested by Agent, back-up documentation, including, without limitation, bank statements; (k) written notice to Agent promptly, and but in any event within five ten (510) Business Days of a Responsible Officer of a Borrower receiving, receiving written notice or otherwise becoming aware of or determining that: : (i) any development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, ; (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, ; (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or Permit; (iv) any material Regulatory Required Permit has been revoked or withdrawn; (jv) any Governmental Authority, including without limitation the FDA, the Office of the Inspector General of HHS or the United States Department of Justice has commenced or threatened to initiate any action against a Credit Party or a Subsidiary thereof, any action to enjoin a Credit Party or a Subsidiary thereof, or their officers, directors, employees, shareholders or their agents and Affiliates, from conducting their businesses at any facility owned or used by them or for any material civil penalty, injunction, seizure or criminal action; (vi) any Governmental Authority, specifically including the FDA is conducting or has conducted, if applicable, any investigation of Borrower’s or its Subsidiaries’ manufacturing facilities and processes for any Product (or any investigation of the facility of a contract manufacturer engaged by Borrower or is Subsidiaries in respect of a Product of which Borrower and/or its Subsidiaries are aware), which has disclosed any material deficiencies or violations of Laws and/or the Regulatory Required Permits related thereto; (vii) receipt by Borrower or any Subsidiary thereof, or any third party manufacturing material Products on behalf of Borrower, from the FDA a warning letter, Form FDA-483, “Untitled Letter,” other correspondence or notice setting forth allegedly objectionable observations or alleged violations of laws and regulations enforced by the FDA, or any comparable correspondence from any state or local authority responsible for regulating drug products and establishments, or any comparable correspondence from any foreign counterpart of the FDA, or any comparable correspondence from any foreign counterpart of any state or local authority with regard to any material Product or the manufacture, processing, packing, or holding thereof; (viii) any significant failures in the manufacturing of any material Product have occurred such that the amount of such material Product successfully manufactured in accordance with all specifications thereof in any month shall decrease significantly with respect to the quantities of such material Product produced in the prior month; or (ix) any Borrower or any Subsidiary thereof engaging in any Recalls, Market Withdrawals, or other forms of product retrieval from the marketplace of any Products. (each of the events set forth in clauses (i)-(viii) a “Regulatory Reporting Event”); and (l) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act; and (m) promptly, but in any event within three five (35) Business Days, after any Responsible Officer of any Borrower obtains actual knowledge (or if Borrower should have had knowledge, after reasonable inquiry) of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement.

Financial Statements and Other Reports. Each Borrower Parent will deliver to Agent: : (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared “flash report” covering Parent’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared in a manner, scope and consolidating detail consistent with the Parent’s flash reports provided to Agent prior to the Closing Date, certified by a Responsible Officer and in a form acceptable to Agent, (b) as available, but no later than thirty (30) days after the last day of each Fiscal Quarter of Parent, a company prepared consolidated balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ Parent’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding Fiscal Quarter of the previous Fiscal Year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Agent; (b) [reserved]; ; (c) together with the flash reports described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Credit Parties with respect to the payroll period(s) occurring during such month; (d) as soon as available, but no later than one hundred twenty five (120105) days after the last day of BorrowerParent’s fiscal yearFiscal Year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; , provided, however, for the Parent’s 2015 Fiscal Year only, the opinion may contain a going concern qualification that is based on the Parent’s liquidity consistent with the financial information described in Section 3.5 and with the closing and fundings under the terms of this Agreement; (de) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to BorrowerParent’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (ef) a prompt written report of any legal actions pending or threatened against any Borrower Credit Party or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower Credit Party or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; ; (fg) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year ; and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the BorrowersCredit Parties, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly. Parent will, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent (i) with the first two monthly flash reports described in clause (a) above and (ii) with quarterly financial statements described in clause (b) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Swap Contracts and Material Contracts. Borrower Representative will, within ten (10) Business Days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Credit Parties shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, Standard & Poor’s Corporation, Mxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthof the first three calendar quarters, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; (c) as soon as available, but no later than one hundred twenty sixty-five (12065) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm of recognized national standing selected by the Borrower and acceptable to Agent in its reasonable discretion; ; provided that such opinion shall not contain a “going concern” or like qualification or exception or a qualification arising out of the scope of the audit; (dc) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (gd) within sixty (60) 60 days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; ; and (he) promptly (and in any event within ten (10) days Business Days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice ; provided, however, that reporting related to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit Permits and/or Regulatory Reporting Events shall be governed by Section 4.17. If the Parent publicly files with the SEC reports on Form 10-K or Form 10-Q for the applicable periods or any other periodic reports containing the information required by clauses (iva) any material Regulatory Required Permit has been revoked or withdrawn; through (jc) promptlyabove, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any Parent may satisfy such event or change, or specifying the notice given or action taken requirements by such holder or Person and the nature of such event or changefiling. Each Borrower will, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent a duly completed Compliance Certificate Certificate, together with such other information as required pursuant to Section 6.3, signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date) and a summary of Inventory by location and type with a supporting perpetual Inventory report, in each case accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion. Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. Each Borrower Representative will deliver to Agent: (a) as soon as availableof the date such information is filed with the SEC, but no later than thirty forty-five (3045) days after the last day of each monthof the first three calendar quarter of each calendar year, a company prepared consolidated and consolidating balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ Radius Health and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAPGAAP (subject to normal year-end adjustments and the absence of footnote disclosures), consistently applied, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to AgentOfficer; (b) [reserved]; (c) as soon as availableof the date such information is filed with the SEC, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Radius Health and its Consolidated Subsidiaries prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an any of Deloitte LLP, Ernst & Young LLP, PricewaterhouseCoopers, LLP and KPMG LLP (or any successor thereto), or another independent certified public accounting firm reasonably acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could would reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Ten Million Dollars ($50,00010,000,000) or more; (fe) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property[reserved]; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (hf) promptly (and but in any event within ten (10) days Business Days of any reasonable request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (ig) written notice to Agent promptly, and in any event within forty-five (545) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge days of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day end of each monthfiscal quarter, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement.Officer;

Financial Statements and Other Reports. Each Borrower Representative will deliver to Agent: (a) as soon as availableof the date such information is filed with the SEC, but no later than thirty forty-five (3045) days after the last day of each monthof the first three calendar quarter of each calendar year, a company prepared consolidated and consolidating balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ Radius Health and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAPGAAP (subject to normal year-end adjustments and the absence of footnote disclosures), consistently applied, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to AgentOfficer; (b) [reserved]; (c) as soon as availableof the date such information is filed with the SEC, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s Borrowers’ fiscal year, audited consolidated and consolidating financial statements of Radius Health and its Consolidated Subsidiaries prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an any of Deloitte LLP, Ernst & Young LLP, PricewaterhouseCoopers, LLP and KPMG LLP (or any successor thereto), or another independent certified public accounting firm reasonably acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could would reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Ten Million Dollars ($50,00010,000,000) or more; (fe) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property[reserved]; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (hf) promptly (and but in any event within ten (10) days Business Days of any reasonable request therefortherefor or such longer period to which Agent may agree) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (ig) written notice together with the delivery of financial statements pursuant to Agent promptly, Section 4.1(a) and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each monthc), a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement.Officer;

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, other than year-end adjustments and the absence of footnotes, certified by a Responsible Officer and in a form acceptable to Agent; (b) [reserved]; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a going concern qualification based solely on the Borrower’s having negative profits or a determination that any Borrower has less than 12 months liquidity; provided that no such going concern qualification based on any potential inability to satisfy any financial covenant shall be included) on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretionof recognized national standing; (d) within five ten (510) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Five Hundred Thousand Dollars ($50,000500,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property;Property that is material to the business of the Borrowers; MidCap / Sientra / A&R Credit and Security Agreement (Revolving) \DC - 036639/000049 - 14174740 v12 (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly, and in any event within forty-five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (3045) days after the last day of each month, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement; (j) within ten (10) days after the last day of each month, a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date); (k) within ten (10) Business Days of any reasonable request by Agent, deliver to Agent a schedule denoting the thirty largest (measured by Net Revenue) (30) Account Debtors during the calendar quarter most recently ended prior thereto; and (l) promptly (but in any event within ten (10) Business Days), details of any changes to the beneficial ownership information set out in Schedule 2 to the Perfection Certificate, as may have been updated by any subsequent written notice. Borrower understands and acknowledges that Agent and Lenders rely on such true, accurate and up-to-date beneficial ownership information to meet their respective regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers. Information required to be delivered pursuant to Section 4.1(c) and 4.1(l) shall be deemed to have been delivered if such information, or one or more annual, quarterly or other periodic reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section 4.1 may also be delivered by electronic communications pursuant to procedures approved by the Agent.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a1) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow sheet and income statement covering Borrowers’ and its Consolidated Subsidiaries’ Advancis’s consolidated operations during the period, prepared under GAAP, consistently applied, period certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; (c2) as soon as available, but no later than one hundred twenty (120) days after the last day of BorrowerAdvancis’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d3) within five (5) days of delivery or filing thereofdelivery, copies of all material statements, reports and notices made available to BorrowerAdvancis’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower Advancis with any stock exchange on which any securities of any Borrower Advancis are traded and/or the SEC; ; (e4) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Three Hundred Thousand Dollars ($50,000300,000) or more; ; (f5) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; ; and (g6) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as reasonably requested by Agent may from time to time reasonably request; (i) written notice to Agent promptlytime. Each Borrower will, and in any event within forty-five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (3045) days after the last day of each month, deliver to Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Each Borrower will, within fifteen (15) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).

Financial Statements and Other Reports. Each Borrower Credit Party will deliver to Agent: : (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s Borrowers’ fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s Borrowers’ security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($50,000250,000) or more; ; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; ; and (g) within sixty thirty (6030) days after the start of each fiscal yearyear and updated within thirty (30) days after the start of each fiscal quarter, projections for the forthcoming two fiscal yearsbudgets, sales projections, and operating plans on a quarterly month-by-month basis for the current such fiscal year and on an annual basis for the subsequent year; two (h2) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgetsfiscal years. Each Borrower will, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants and other requirements set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Swap Contracts and Material Contracts. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date) and an updated schedule of bill-and-hold arrangements.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, other than year-end adjustments and the absence of footnotes, certified by a Responsible Officer and in a form acceptable to Agent; (b) [reservedReserved]; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a going concern qualification based solely on the Borrower’s having negative profits or a determination that any Borrower has less than 12 months liquidity; provided that no such going concern qualification based on any potential inability to satisfy any financial covenant shall be included) on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion;of recognized national standing; MidCap / Sientra / A&R Credit and Security Agreement (Xxxx) \XX - 000000/000000 - 00000000 x00 (dx) within five ten (510) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Five Hundred Thousand Dollars ($50,000500,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual PropertyProperty that is material to the business of the Borrowers; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly, and in any event within forty-five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (3045) days after the last day of each month, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement; and (j) promptly (but in any event within ten (10) Business Days), details of any changes to the beneficial ownership information set out in Schedule 2 to the Perfection Certificate, as may have been updated by any subsequent written notice. Borrower understands and acknowledges that Agent and Lenders rely on such true, accurate and up-to-date beneficial ownership information to meet their respective regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers. Information required to be delivered pursuant to Section 4.1(c) and 4.1(j) shall be deemed to have been delivered if such information, or one or more annual, quarterly or other periodic reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section 4.1 may also be delivered by electronic communications pursuant to procedures approved by the Agent.

Financial Statements and Other Reports. Each Borrower Credit Party will deliver to Agent: : (a) as soon as available, but no later than thirty forty-five (3045) days (or, if Oxford Global has filed Form 12b-25 with the SEC with respect to such fiscal quarter, no later than sixty (60) days) after the last day of each monthof Oxford Global’s fiscal quarters (other than the last fiscal quarter of each fiscal year), a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowersthe Credit Parties’ and its their Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; ; (b) [reserved]; ; (c) as soon as available, but no later than ninety (90) days (or, if Oxford Global has filed Form 12b-25 with the SEC with respect to such fiscal year, no later than one hundred and twenty (120) days days) after the last day of BorrowerOxford Global’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; discretion (it being understood that Ernst & Young LLP is acceptable to Agent); (d) within five (5) days Business Days of delivery or filing thereof, copies of all material statements, reports and notices made available to BorrowerOxford Global’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower any Credit Party with any stock exchange on which any securities of any Borrower Credit Party are traded and/or the SEC; ; (e) a prompt written report of any new legal actions pending or threatened against any Borrower Credit Party or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower Credit Party or any of its Subsidiaries of Fifty Five Hundred Thousand Dollars ($50,000500,000) or more; ; provided that no information shall be required to be disclosed that would risk the forfeiture of attorney client privilege with respect to such document, but only to the extent that such Credit Party has taken all actions reasonably requested by Agent to allow access to such document without otherwise forfeiting such privilege; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (g) within sixty (60) 60 days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; ; and (hg) promptly (and in any event within ten (10) 10 days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the BorrowersCredit Parties, their business and the Collateral as Agent may from time to time reasonably request; ; provided, however, that reporting related to Regulatory Required Permits and/or Regulatory Reporting Events shall be governed by Section 4.17. Each Credit Party will, (ix) written notice to Agent promptly, and in any event within forty-five (545) Business Days of a Responsible Officer of a Borrower receivingdays (or, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) if Oxford Global has filed Form 12b-25 with the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take SEC with respect thereto; and to such fiscal quarter, no later than sixty (k60) within thirty (30days) days after the last day of each monthof Oxford Global’s fiscal quarters (other than the last fiscal quarter of each fiscal year), deliver to Agent with the quarterly financial statements described in clause (a) above and (y) within ninety (90) days (or, if Oxford Global has filed Form 12b-25 with the SEC with respect to such fiscal year, no later than one hundred and twenty (120) days) after the last day of Oxford Global’s fiscal year, deliver to Agent with the annual financial statements described in clause (c) above, in each case, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Financial information required to be delivered pursuant to Section 3.6 or Section 4.1 (in each case, solely to the extent such financial information is included in materials filed with the SEC or available via the XXXXX system of the SEC) shall be deemed to have been delivered to Agent on the date on which such information is available via the XXXXX system of the SEC. Each Borrower will, within fifteen (15) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with (1) aged listings of accounts receivable and accounts payable (by invoice date) and (2) a calculation of the aggregate amount of cash and cash equivalents held by the Borrowers in their Deposit Accounts and Securities Accounts (and attaching bank statements as evidence thereof); provided that the first Borrowing Base Certificate shall not be due until November 15, 2016.

Financial Statements and Other Reports. Each Borrower will deliver to Lender Agent: : (a1) as soon as available, but no later than thirty (30) days after the last day of each monthmonth (or forty-five (45) days after the last day of the last month of each Fiscal Quarter), a company prepared consolidated and consolidating balance sheet, cash flow sheet and income statement covering Borrowers’ and its Consolidated their consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently appliedapplied (except for ordinary course adjustments to such monthly financial statements which are taken in good faith, certified by a Responsible Officer actuarial adjustments for self-insurance retention and disproportionate share payment adjustments), in a form reasonably acceptable to Lender Agent; ; (b) [reserved]; (c2) as soon as available, but no later than one hundred twenty fifty (120150) days after the last day of Borrower’s fiscal yeareach Fiscal Year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Lender Agent in its reasonable discretion; ; (d3) within five (5) days of delivery or filing thereofthereof by any Borrower, copies of all material statements, reports and notices made available to such Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by such Borrower with any stock exchange on which any securities of any such Borrower are traded and/or the SEC; United States Securities and Exchange Commission; (e4) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that are not covered by insurance (including Borrower’s self-insured retention amounts) and could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) 500,000 or more; ; (f5) prompt written notice of an event that materially and adversely affects the value of any material Intellectual Property; ; (g6) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and other information, reports or statements regarding the Borrowers, their business and the Collateral as Lender Agent may from time to time reasonably request; ; (i7) written notice to Agent promptlyconcurrent with the delivery of its audited consolidated financial statements prepared under GAAP, a reconciliation between its interim fourth quarter report and any adjustments thereafter in any event within five connection with finalizing its audited consolidated financial statements prepared under GAAP, consistently applied; (5) Business Days 8) promptly upon their becoming available, copies of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product all interest rate and currency hedging agreements that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge or any of its Subsidiaries is party to and all Material Contracts (as defined in the occurrence A/R Facility) to the extent such documents are filed with the United States Securities and Exchange Commission; (9) every Fiscal Quarter (but not more frequently unless an Event of Default then exists and is continuing), a schedule of Eligible Accounts (as defined in the A/R Facility) and the thirty (30) largest Account Debtors (as defined in the A/R Facility) during such quarter; (10) within ten (10) days after the preparation or issuance thereof, copies of financial statements (other than those required to be delivered pursuant to clauses (1) and (2) above) prepared by, for or on behalf of Borrowers and any event or change (other notes, reports and other materials related thereto, including, without limitation, any notice pro forma financial statements; (11) promptly upon receipt thereof, copies of any violation reports submitted to a Borrower by its independent accountants in connection with any interim audit of Healthcare Laws) that has resulted the books of such Person or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature its Affiliates and period copies of existence of any such event or change, or specifying the notice given or action taken each management control letter provided by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect theretoindependent accountants; and (k12) within thirty fifteen (3015) days after the last execution thereof, a copy of any contracts with the federal government or with a Governmental Authority in the State of California; (13) as soon as available, but no later than one (1) day after the commencement of each monthFiscal Year, a duly completed Compliance Certificate signed consolidated month by a Responsible Officer setting forth calculations showing (i) cash month projected operating budgets, annual projections, profit and loss statements, and cash equivalents flow reports of and for Borrowers for such upcoming Fiscal Year (including an income statement for each month and Borrowers and their Consolidated Subsidiaries, a balance sheet as of the end of the last month in each Fiscal Quarter); and (ii14) compliance with any additional information, documents, statements, reports and other materials that are provided to the financial covenants set forth in this Agreementagent or the lenders under the A/R Facility.

Financial Statements and Other Reports. Each Borrower will deliver After the Closing Date, the Company agrees to Agentsend the following reports to each holder of Series C Preferred Stock: (a) so long as soon as availablethe Company is subject to the requirements of, but no later than thirty or otherwise making filings pursuant to, Section 13 or 15(d) of the Exchange Act, within three (303) days after the last day of each monthfiling with the Commission, a company prepared consolidated copy of its Annual Report on Form 10-KSB or Form 10-K, its Quarterly Reports on Form 10-QSB or Form 10-Q, any proxy statements or information statements and consolidating balance sheetany Current Reports on Form 8-K, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and together in a form acceptable to Agenteach case with amendments thereto; (b) [reserved]within one day after release, copies of all press releases issued by the Company or any of its Subsidiaries; (c) as soon as availablepromptly upon receipt thereof, but no later than one hundred twenty (120) days after copies of reports, if any, submitted to the last day Company by independent accountants in connection with each annual or interim audit of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion;books of the Company made by such accountants; and (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available other information sent to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened against any Borrower Common Stock or any other equity security holder. Without limiting the foregoing, the Company shall deliver to Purchaser until Purchaser transfers, assigns (except in the case of an assignment to an Affiliate) or sells all of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars Series C Preferred Stock ($50,000i) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (as soon as practicable and in any event within ten (10) 45 days after the end of any request therefor) each fiscal quarter, the following information: consolidated statements of income, stockholders' equity and cash flows of the Company and its Subsidiaries for such readily available other budgetsfiscal period and for the period from the beginning of the then current fiscal year to the end of such fiscal period and a comparison of each such item to the then current budget, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral balance sheet of the Company and its Consolidated Subsidiaries as Agent may from time at the end of such fiscal period, setting forth in each case in comparative form figures for the corresponding periods in the preceding fiscal year, all in reasonable detail, prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, certified as to time reasonably request; fair presentation by the principal financial officer of the Company and accompanied by a written discussion of operations in summary form; and (iii) written notice to Agent promptly, as soon as practicable and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) 90 days after the last day end of each monthfiscal year of the Company, the following information: statements of income, stockholders' equity and cash flows of the Company and its consolidated Subsidiaries for such year, and a duly completed Compliance Certificate signed consolidated balance sheet of the Company and its consolidated Subsidiaries as at the end of such year, setting forth in each case in comparative form corresponding figures from the preceding fiscal year, prepared in accordance with generally accepted accounting principles consistently applied throughout the periods involved, and accompanied by an opinion of BDO Xxxxxxx XX, or another firm of independent public accountants of recognized national standing selected by the Company, to the effect that the consolidated financial statements have been prepared in accordance with generally accepted accounting principles consistently applied (except for changes in application in which such accountants concur and as are noted therein) and present fairly the financial condition of the Company and its consolidated Subsidiaries and that the examination of such accountants in connection with such financial statements has been made in accordance with generally accepted auditing standards and accordingly included such tests of the accounting records and such other auditing procedures as were considered necessary in the circumstances; and accompanied by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents written discussion of Borrowers and Borrowers and their Consolidated Subsidiariesoperations by management in summary form with respect to such fiscal year, including a comparison to budget. Purchaser is hereby authorized to deliver a copy of any financial statement delivered to it pursuant to this SECTION 4.2 to any regulatory body having jurisdiction over it that requests such information. Subject to compliance with reasonable confidentiality requirements imposed by the Company, Purchaser shall have reasonable access to the Company, including its management, and (ii) compliance with its books and records during regular business hours and is further authorized to request information from and to have access to, at the financial covenants set forth in this AgreementCompany's expense, the Company's independent public accountants. The Company shall request such accountants to make available to Purchaser such information as Purchaser may reasonably request.

Financial Statements and Other Reports. Each Borrower Credit Party, as applicable, will deliver to Agent: (a) as soon as available, but no later than thirty (30) 60 days after the last day of each monthof the first three fiscal quarters of each fiscal year of each Credit Party, a company prepared consolidated and consolidating balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ the Credit Parties, setting forth in comparative form the corresponding figures as at the end of the corresponding quarter of the previous fiscal year and its Consolidated Subsidiaries’ consolidated operations during the periodprojected figures for such period based upon the projections required hereunder, prepared under GAAP, consistently applied, certified by a Responsible Officer all in reasonable detail and in a form acceptable to the Agent, together with a certificate in a form acceptable to the Agent signed by a Responsible Officer of the Borrower Representative; (b) [reserved]; (c) as soon as available, but no later than one hundred twenty (120) 120 days after the last day of Borrowereach Credit Party’s immediately preceding fiscal year, audited consolidated and consolidating financial statements of each Credit Party prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Agent in its reasonable discretiondiscretion (it being understood that the “Big Four” accounting firms and BDO and the Parent’s current auditor, Rxxxxxxxxx & Co., are hereby approved by the Agent); (dc) within five (5) days of promptly following the delivery or filing thereof, copies of all material statements, reports and notices made available to Borrowerany Credit Party’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower Credit Parties are traded and/or the SEC to the extent not publicly filed and available through the SEC’s EXXXX system; (d) within 60 days after the end of each fiscal year of the Borrower, a copy of the Business Plan for the then current fiscal year (with quarterly figures) consistent with the model previously provided to Agent by the Parent prior to the date hereof; provided, that any material changes to the model format shall require the approval of the Agent (not to be unreasonably withheld); (e) concurrently with the delivery of the financial statements required under Sections 4.1(a) and 4.1(b), a prompt written brief narrative report by management outlining the business, financial condition and results of any legal actions pending or threatened against any operations of the Credit Parties, in a form reasonably acceptable to the Agent signed by a Responsible Officer of the Borrower or any of its Subsidiaries Representative; provided, however that could reasonably Reports on Forms 10-Q and 10-K filed with the SEC shall be expected deemed to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or moresatisfy this requirement; (f) from time to time such additional information regarding the financial condition or business of any Credit Party or otherwise regarding the Collateral, as the Agent may reasonably request in writing; (g) within ten days after receipt thereof by a Credit Party, copies of all management letters received by a Credit Party from its auditors; (h) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably requesta whole; (i) written notice to Agent promptlyconcurrently with the delivery of the financial statements required under Sections 4.1(a) and 4.1(b), and in any event within five (5) Business Days of a duly completed Compliance Certificate signed by a Responsible Officer of a the Borrower receiving, becoming aware of or determining that: Representative (i) developmentcertifying that all filings required under Section 4.13 have been made and listing each such filing that has been made since the later of the Closing Date and the date of the last Compliance Certificate, testing, and/or manufacturing of and also listing any Product recordation or registration number received by any Credit Party with respect to such filings or any prior filings that is material have not previously been provided pursuant to Borrowers’ business should ceasea certificate delivered under this Section 4.1(i), (ii) providing updates (in a form reasonably acceptable to the marketing Agent) to all Schedules provided pursuant to this Agreement necessary to make the applicable representations set forth in Article 3 (excluding any such representation or sales warranty that relates to the Closing Date or other specific date) true and correct in all material respects as of a Product, which is material to Borrowers’ business the date of such Compliance Certificate and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority certifying that no Responsible Officer is conducting an investigation or review aware of any material Regulatory Required Permit Default or (iv) any material Regulatory Required Permit has been revoked or withdrawnEvent of Default under this Agreement; (j) promptlypromptly upon request by the Agent, but in any event within three copies of all Material Contracts if such Schedule of Material Contracts is updated pursuant to Section 4.1(i); (3k) if not delivered to the Agent during the current fiscal month, on the last Business DaysDay of each fiscal month, after any deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer of any the Borrower obtains knowledge Representative, together with supporting schedules showing the calculation of each component of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature Borrowing Base as of such event or change, and what action date of delivery of the applicable Credit Party or Subsidiary has takenBorrowing Base Certificate (it being understood that the Borrower Representative, is taking or proposes to take with respect theretoat its option, may furnish additional Borrowing Base Certificates setting forth the foregoing information as of such more recent dates as it may deem appropriate); and (kl) within thirty (30) 23 days after following the last day end of each calendar month, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) the Borrower Representative evidencing compliance with the financial covenants covenant set forth in Article 6 of this Agreement, and, if applicable, compliance therewith.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; ; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; ; and (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly. Each Borrower will, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Swap Contracts and Material Contracts. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent. Additionally, Borrowers will immediately deliver to Agent copies of any and all notices or other written communications received (and will advise Agent of any oral communications received) from Branch Banking and Trust Company (or its designee) in connection with the BB&T Notes (hereinafter defined) or any of the guarantees executed by the Borrower Representative in connection therewith.

Financial Statements and Other Reports. Each Borrower will deliver to Administrative Agent: : (a1) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ Borrower’s consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Administrative Agent; ; (b) [reserved]; (c2) as soon as available, but no later than one hundred twenty fifty (120150) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Administrative Agent in its reasonable discretion; ; (d3) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e4) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; ; (f5) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; ; and (g6) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Administrative Agent may from time to time reasonably request; (i) written notice to Agent promptly. Each Borrower will, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Administrative Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Administrative Agent copies of all Swap Contracts. Each Borrower will, within ten (10) days after the last day of each month and at such other times as requested by Administrative Agent in its reasonable credit judgment, deliver to Administrative Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; ; (b) [reserved]; together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one one-hundred twenty eighty (120180) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (except that such opinion may be qualified with a going concern statement solely based on recurring losses and net capital deficiencies of the Borrower) on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; SEC (provided that this delivery requirement shall not apply to any materials or information made available to such holders solely in their capacities as members of the Borrower’s board of directors and shall not apply to ministerial items); (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Two Hundred Fifty Thousand Dollars ($50,000250,000) or more; ; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; Material Intangible Asset; and (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice ; provided, however, that reporting related to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Permits and/or Regulatory Required Permit has been revoked or withdrawn; (j) promptlyReporting Events shall be governed by Section 4.17. Each Borrower will, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing Officer. Each Borrower will, within thirty (i30) cash days after the last day of each month beginning after the delivery of the Initial Borrowing Base Certificate, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and accounts payable (ii) compliance with the financial covenants set forth in this Agreementby invoice date).

Financial Statements and Other Reports. Each Borrower Holdings will deliver to Agent: : (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow sheet and income statement covering BorrowersHoldings’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; promptly following the reasonable request of Agent, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Credit Parties with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s Holdings’ fiscal year, audited consolidated and consolidating financial statements statements, including, without limitation, a cash flow statement, prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; , unless such reports or other filings are otherwise available on the public website of the SEC (wxx.XXX.xxx); (e) (i) on a quarterly basis, that certain litigation letter or disclosure statement delivered to Holdings’ independent public accountants at substantially the same time such letter or disclosure statement is delivered to Holdings’ independent public accountants and (ii) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could (A) reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Five Hundred Thousand Dollars ($50,000500,000) or more; , (B) if adversely decided could reasonably be expect to have a Material Adverse Effect or (C) in any manner draws into question the validity of any of the Operative Documents; (f) prompt written notice of an event that materially and adversely affects has had or reasonably could be expected to have a Material Adverse Effect on the value of any Intellectual Property; ; and (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly. Each Borrower will, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Material Contracts. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Domestic Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, Standard & Poor’s Corporation, Mxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. Each Borrower will deliver shall furnish to AgentLender all of the following: (ai) as soon as available, available but no not later than thirty (30) 90 days after and as of the last day end of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; (b) [reserved]; (c) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Borrower, prepared under in accordance with GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (dii) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made as soon as available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (g) within sixty (60) but not later than 45 days after and as of the start end of each fiscal quarter consolidated and consolidating balance sheets of Borrower as of the end of such fiscal quarter and consolidated and consolidating statements of earnings and cash flow of Borrower for such fiscal quarter prepared in accordance with GAAP (subject to normal year-end adjustments and, projections if Borrower so elects, without footnotes) together with a comparison of Borrower’s consolidated financial condition for such fiscal quarter and year-to-date with the forthcoming two corresponding fiscal years, on a quarterly basis for quarter and year-to-date in the current year and on an annual basis for the subsequent immediately preceding fiscal year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review contemporaneously with the delivery of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effecteach financial statement required hereby, a certificate of Borrower’s chief financial officer or treasurer substantially in the form of Schedule IV attached hereto (A) certifying that such financial statements fairly present in all material respects the consolidated balance sheet of Borrower as of the end of such quarter/year and income and cash flow for such quarter/year and year-to-date (subject to normal year-end adjustments), and (B) stating that no Default existed at any time during the period covered by such statement, except for those events or conditions, if any, described in such certificate in reasonable detail together with a Responsible Officer specifying the nature and period of existence statement of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes proposed to take be taken with respect thereto; and (kiv) within thirty (30) days after the last day of each month, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement.[THIS PROVISION HAS BEEN REDACTED AS IT CONTAINS COMMERCIALLY SENSITIVE INFORMATION]

Financial Statements and Other Reports. Each Borrower will deliver Maintain at all times a system of accounting established and administered in accordance with sound business practices, and deliver, or cause to Agent: be delivered, to the Bank (a) as soon as available but in no event more than one hundred fifty (150) days after the end of each of the Borrower’s fiscal years, the annual compiled balance sheet of the Borrower as of the end of such fiscal year, and statements of profits, losses and cash flows of the Borrower for such fiscal year, prepared by the chief financial officer (or other similar officer) of the Borrower and in form and content satisfactory to the Bank; (b) as soon as available, but in no later event more than thirty one hundred fifty (30150) days after the last day end of each monthfiscal year of the Borrower, a company report of the agreed upon procedures conducted by an independent certified public accountant satisfactory to the Bank during such fiscal year, such report to be prepared consolidated by said independent certified public accountant and consolidating balance sheet, cash flow be in form and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during content satisfactory to the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; (b) [reserved]; Bank; (c) as soon as available, but no later than one hundred twenty within fifteen (12015) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on filing by the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (g) within sixty (60) days after the start of each fiscal federal income tax returns for a given year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any no event within three (3) Business Dayslater than September 30th of each year if the Borrower has filed for an income tax filing extension, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature true and period of existence accurate signed copies of any such event or changefederal income tax returns, or specifying including all schedules thereto, and, in addition, provided that the notice given or action taken by such holder or Person and the nature of such event or changeBorrower has filed for an income tax filing extension, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after such filing by the last day of each monthBorrower, a duly completed Compliance Certificate true and accurate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents copy of Borrowers and Borrowers and their Consolidated SubsidiariesIRS Form 7004 ‘Application for Automatic 6-Month Extension of Time to File Certain Business Income Tax, Information, and Other Returns’; and (iid) compliance with promptly upon request of the Bank such other information, reports or documents respecting the business, properties, operation or financial covenants set forth in this Agreementcondition of the Borrower as the Bank may at any time and from time to time reasonably request.”

Financial Statements and Other Reports. Each Borrower 6.6.1 Seller will deliver or cause to Agentbe delivered to Purchaser: (a) as soon as available, but no later than thirty (30) days practicable after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; (b) [reserved]; (c) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (g) within sixty (60) days after the start end of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptlySeller, and in any event within five ninety (590) Business Days days thereafter, a balance sheet and related statements of income, retained earnings and changes in financial position of Seller, each prepared in reasonable detail and audited in accordance with GAAP by a Responsible Officer firm of a Borrower receivingcertified public accountants, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material with no qualification except as to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawnReceivables; (jb) promptly, but in any event within forty-five (45) days after the end of the first three (3) Business Daysfiscal quarters of each fiscal year, after any Responsible Officer an unaudited balance sheet as at the end of any Borrower obtains knowledge such fiscal quarter and unaudited statements of income and retained earnings of Seller for the period from the beginning of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected fiscal year to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature end of such event or changefiscal quarter, each prepared in reasonable detail and in accordance with GAAP (except for the absence of footnotes and for year end adjustments which would not have a material effect, and what action the applicable Credit Party inconsistencies specifically disclosed therein), and certified by an authorized financial or Subsidiary has taken, is taking or proposes to take with respect thereto; andaccounting officer of Seller; (kc) within thirty (30) days after the last day promptly upon receipt thereof, one copy of each monthother report submitted to the Seller by any certified public accountants in connection with any annual, a duly completed Compliance Certificate signed interim or special audit made by a Responsible Officer setting forth calculations showing them of the books of the Seller; (d) promptly upon their becoming available, one copy of: (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiarieseach financial statement, and report, notice or request for a waiver or proxy statement sent by the Seller to shareholders generally; (ii) compliance any regular or periodic report, registration statement or prospectus concerning the Seller’s existence, liabilities, assets or operations filed with, or sent to, or received from (to the extent the Seller is aware of such filing, transmission or receipt) any Regulatory Authority. 22 (e) with reasonable promptness, such other data and information as to the business, operations, properties, assets or prospects, or the condition, financial covenants set forth in this Agreementor otherwise, of the Seller or the ability of the Seller to perform its obligations hereunder, as from time to time may be reasonably requested by Purchaser.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a1) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering BorrowersHoldings’ and its Consolidated Subsidiaries’ consolidated and consolidating operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; (c2) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements covering Holdings’ and its Consolidated Subsidiaries’ consolidated operations during such fiscal year prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d3) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (f4) prompt written notice of an event that materially and adversely affects the value of any material Intellectual Property; ; and (g5) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly. Each Borrower will, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Swap Contracts.

Financial Statements and Other Reports. Each Borrower Representative will deliver to Agent: (a) as soon as availableof the date such information is filed with the SEC, but no later than thirty forty-five (3045) days after the last day of each monthof the first three calendar quarter of each calendar year, a company prepared consolidated and consolidating balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ Radius Health and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAPGAAP (subject to normal year-end adjustments and the absence of footnote disclosures), consistently applied, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to AgentOfficer; (b) [reserved]; (c) as soon as availableof the date such information is filed with the SEC, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements of Radius Health and its Consolidated Subsidiaries prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an any of Deloitte LLP, Ernst & Young LLP, PricewaterhouseCoopers, LLP and KPMG LLP (or any successor thereto), or another independent certified public accounting firm reasonably acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could would reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Ten Million Dollars ($50,00010,000,000) or more; (fe) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property[reserved]; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (hf) promptly (and but in any event within ten (10) days Business Days of any reasonable request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (g) within forty-five (45) days of the end of each fiscal quarter, a duly completed Compliance Certificate signed by a Responsible Officer; (h) [reserved]; (i) [reserved]; (j) within forty-five (45) days of the end of each fiscal month, a certificate signed by a Responsible Officer showing monthly cash and cash equivalents of Borrowers, Borrowers and their Consolidated Subsidiaries, the Excluded Foreign Subsidiaries, and the Securities Subsidiaries and Borrower Unrestricted Cash as of the last day of such month; (k) written notice to Agent promptly, and but in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, receiving written notice or otherwise becoming aware of any of the following, in each case, to the extent that such event or determining that: action could reasonably be expected to have a Material Adverse Effect: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease (or be required to cease) or such Product should be withdrawn from the marketplace, ; (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (ivii) any material Regulatory Required Permit has been revoked or withdrawn; (jiii) any Governmental Authority, including without limitation the FDA, has commenced any action against a Credit Party or a Subsidiary thereof, any action to enjoin a Credit Party or a Subsidiary thereof from conducting their businesses at any facility owned or used by them or for any material civil penalty, injunction, seizure or criminal action; (iv) receipt by a Borrower or any Subsidiary thereof from the FDA a warning letter, Form FDA-483, other correspondence or notice setting forth alleged violations of laws and regulations enforced by the FDA, or any comparable correspondence from any state or local authority responsible for regulating drug or medical device products and establishments, or any comparable correspondence from any foreign counterpart of the FDA, or any comparable correspondence from any foreign counterpart of any state or local authority with regard to any material Product or the manufacture, processing, packing, or holding thereof; (v) any significant failures in the manufacturing of any material Product have occurred such that the amount of such Product successfully manufactured in accordance with all specifications thereof and the required payments to be made to any Borrower therefor in any month shall decrease significantly with respect to the quantities of such Product and payments produced in the prior month; or (vi) any Borrower or any Subsidiary thereof engaging in any Recalls, Market Withdrawals, or other forms of product retrieval from the marketplace of any Products (other than discrete batches or lots that are not material in quantity or amount and are not made in conjunction with a larger recall) (each of the events set forth in clauses (i)-(vi) a “Regulatory Reporting Event”); (l) promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act; and (m) promptly, but in any event within three five (35) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could would reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k. Documents required to be delivered pursuant to Section 4.1(a) within thirty (30) days after the last day of each month, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (iic) compliance with or Section 4.9(a) below may be delivered electronically and if so delivered shall be deemed to have been delivered to the financial covenants set forth in this AgreementAgent and each Lender on the date on which such documents are filed for public availability on the SEC’s Electronic Data Gathering and Retrieval System.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal quarter, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; ; (b) [reserved]; ; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders in their capacity as such or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; [reserved]; (f) prompt written notice of an event that materially and adversely affects the value of any material Intellectual Property; ; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two such fiscal yearsyear, on a quarterly basis for the current year basis; and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice ; provided, however, that reporting related to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Permits and/or Regulatory Required Permit has been revoked or withdrawn; (j) promptlyReporting Events shall be governed by Section 4.17. Each Borrower will, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month (except for months ending at the end of a fiscal quarter, in which case it shall be within forty-five (45) days after the last day of such month), deliver to Agent, a duly completed Compliance Certificate signed by a Responsible Officer (a) setting forth calculations showing (i) monthly cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, (b) certifying that no Event of Default has occurred and is continuing, and (iic) with respect to Compliance Certificates as of the last month of a fiscal quarter, compliance with the financial covenants covenant set forth in Article 6 of this Agreement. Documents required to be delivered pursuant to this Section 4.1 (to the extent any such documents are included in materials filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower Representative posts such documents, or provides a link thereto, on Borrower Representative’s website on the Internet at Borrower Representative’s website address.

Financial Statements and Other Reports. Each Borrower Credit Party will deliver to Agent: : (a) as soon as available, but no later than thirty forty-five (3045) days (or, if Oxford Global has filed Form 12b-25 with the SEC with respect to such fiscal quarter, no later than sixty (60) days) after the last day of each monthof Oxford Global’s fiscal quarters (other than the last fiscal quarter of each fiscal year), a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowersthe Credit Parties’ and its their Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; ; (b) [reserved]; ; (c) as soon as available, but no later than ninety (90) days (or, if Oxford Global has filed Form 12b-25 with the SEC with respect to such fiscal year, no later than one hundred and twenty (120) days days) after the last day of BorrowerOxford Global’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; discretion (it being understood that Ernst & Young LLP is acceptable to Agent); (d) within five (5) days Business Days of delivery or filing thereof, copies of all material statements, reports and notices made available to BorrowerOxford Global’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower any Credit Party with any stock exchange on which any securities of any Borrower Credit Party are traded and/or the SEC; ; (e) a prompt written report of any new legal actions pending or threatened against any Borrower Credit Party or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower Credit Party or any of its Subsidiaries of Fifty Five Hundred Thousand Dollars ($50,000500,000) or more; ; provided that no information shall be required to be disclosed that would risk the forfeiture of attorney client privilege with respect to such document, but only to the extent that such Credit Party has taken all actions reasonably requested by Agent to allow access to such document without otherwise forfeiting such privilege; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (g) within sixty (60) 60 days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; ; and (hg) promptly (and in any event within ten (10) 10 days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the BorrowersCredit Parties, their business and the Collateral as Agent may from time to time reasonably request; ; provided, however, that reporting related to Regulatory Required Permits and/or Regulatory Reporting Events shall be governed by Section 4.17. Each Credit Party will, (ix) written notice to Agent promptly, and in any event within forty-five (545) Business Days of a Responsible Officer of a Borrower receivingdays (or, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) if Oxford Global has filed Form 12b-25 with the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take SEC with respect thereto; and to such fiscal quarter, no later than sixty (k60) within thirty (30days) days after the last day of each monthof Oxford Global’s fiscal quarters (other than the last fiscal quarter of each fiscal year), deliver to Agent with the quarterly financial statements described in clause (a) above and (y) within ninety (90) days (or, if Oxford Global has filed Form 12b-25 with the SEC with respect to such fiscal year, no later than one hundred and twenty (120) days) after the last day of Oxford Global’s fiscal year, deliver to Agent with the annual financial statements described in clause (c) above, in each case, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Financial information required to be delivered pursuant to Section 3.6 or Section 4.1 (in each case, solely to the extent such financial information is included in materials filed with the SEC or available via the XXXXX system of the SEC) shall be deemed to have been delivered to Agent on the date on which such information is available via the XXXXX system of the SEC. Each Borrower will, within fifteen (15) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, or such other certificate as Agent may deemed to be reasonably acceptable, with a calculation of the aggregate amount of cash and cash equivalents held by the Borrowers in their Deposit Accounts and Securities Accounts (and attaching bank statements as evidence thereof); provided that the first Borrowing Base Certificate shall not be due until November 15, 2016.

Financial Statements and Other Reports. Each Borrower Credit Party will deliver to Agent: : (a) as soon as available, but no later than thirty (30) days after the last day of each of the first two fiscal months of each Fiscal Quarter, a company-prepared consolidated balance sheet and related statements of operations and cash flows as of the end of and for such fiscal month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ Parent’s and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAPGAAP (other than for absence of footnotes and year-end adjustments), consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; Officer; (b) [reserved]; (c) as soon as available, but no later than one hundred twenty forty-five (12045) days after the last day of Borrowereach of the first three Fiscal Quarters of each Fiscal Year (or any later date by which under applicable SEC rules Parent is required to file its Quarterly Report on Form 10-Q), a company prepared consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows as of the end of such Fiscal Quarter covering Parent’s fiscal and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP (other than for absence of footnotes and year-end adjustments), consistently applied, certified by a Responsible Officer, (c) no later than ninety (90) days after the last day of any Fiscal Year (or any later date by which under applicable SEC rules Parent is required to file its Annual Report on form 10-K), audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on to the effect that such consolidated financial statements present fairly in all material respects the financial statements condition and operations of Parent and its Consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied (other than in the final year of maturity hereof, with respect to the pending maturity of this facility) from an Credit Parties’ independent certified public accounting firm as of the Closing Date or another independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to BorrowerParent’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower Credit Parties with any stock exchange on which any securities of any Borrower Credit Party are traded and/or the SEC; ; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars within ninety ($50,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (g) within sixty (6090) days after the start of each fiscal yearFiscal Year, projections a copy of the plan and forecast (including a projected consolidated balance sheet and related operating metrics and cash adjustments) of Parent for each Fiscal Quarter of the forthcoming two fiscal yearsupcoming Fiscal Year, on a quarterly basis for the current year and on an annual basis for the subsequent year; (hf) promptly (and in any event within ten (10) days Business Days of any reasonable request therefor) , such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the BorrowersCredit Parties, their business and the Collateral as Agent may from time to time reasonably request; request (i) written notice to Agent promptly, and in any event within five (5) Business Days unless the disclosure of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) such information would require the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken forfeiture by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take of attorney client privilege with respect theretoto such document; and provided, however, that such Credit Party or Subsidiary shall take all actions reasonably requested by Agent to allow access to such document without otherwise forfeiting such privilege); provided, however, that reporting related to Regulatory Required Permits and/or Regulatory Reporting Events shall be governed by Section 4.17. If Parent publicly files with the SEC reports on Form 10-K or Form 10-Q for the applicable periods or any other periodic reports containing the information required by clause (kb), (c) within thirty and (30d) days after the last day above, Credit Parties may satisfy such requirements by such filing. Concurrently with any delivery of each monthfinancial statements under clauses (a), (b) and (c) above, Parent shall deliver, in accordance with Section 6.4, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing Officer. Credit Parties will, (i1) cash following the Closing Date and cash equivalents until the first anniversary thereof, within 25 days after the last day of Borrowers and Borrowers and their Consolidated Subsidiaries, each month and (ii2) compliance following the first anniversary of the Closing Date and thereafter until the Maturity date, 20 days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate, together with the financial covenants set forth such other information as required pursuant to Section 6.4, signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date) and a summary of Inventory by location and type with a supporting perpetual Inventory report, in this Agreementeach case, accompanied by such supporting detail and documentation as shall be requested by Agent in its reasonable discretion.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d) within five (5) days of delivery or filing thereof, (i) copies of all material statements, reports and notices made available to Borrower’s noteholders, security holders or to any holders of Subordinated Debt and (ii) copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; SEC (notwithstanding the foregoing, Borrowers will be deemed to have furnished to Agent such reports and information referred to in subclause (d)(ii) if Borrowers have filed such reports and information with the SEC via the XXXXX system (or any successor system) and such reports and information are publicly available); (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Seven Hundred Fifty Thousand Dollars ($50,000750,000) or more; ; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; Property that is material to the business of the Borrowers; and (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly. Each Borrower will, and in any event within forty-five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (3045) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents Officer. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement.all Swap

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each month, a bank statement of each Borrower certified by a Responsible Officer and in a form reasonably acceptable to the Agent; (b) as soon as available, but no later than forty-five (45) days after the last day of each fiscal quarter, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its their Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; (b) [reserved]; ; (c) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently consistently (a) MidCap / Aptevo Therapeutics / Amended and Restated Credit and Security Agreement \\DC - 036639/000031 - 12505399 applied, together with an unqualified opinion on the financial statements from an Ernst & Young or another independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d) within five (5) days Business Days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s Borrowers’ security holders or to any holders of any Subordinated Debt and copies of all reports and other filings made by any Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could would reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Five Hundred Thousand Dollars ($50,000500,000) or more; ; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; ; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; ; and (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice ; provided, however, that reporting related to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Permits and/or Regulatory Required Permit has been revoked or withdrawn; (j) promptlyReporting Events shall be governed by Section 4.16. Each Borrower will, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a) as soon as available, but no later than thirty forty (3040) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ Borrower’s consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one one-hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d) within five (5) days of delivery or filing thereofdelivery, copies of all material statements, reports and notices made available to all of Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; Debt; (e) all reports on Form 10-K, 10-Q and 8-K filed with the SEC, which are posted on Borrower’s website at wxx.xxxxxxxx.xxx and the SEC’s website at wxx.xxx.xxx (such access being sufficient for notice and delivery of such reports); (f) as soon as available, but no later than forty (40) days after the last day of each month, a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected are likely to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty One Hundred Thousand Dollars ($50,000100,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; ; (g) within sixty as soon as available, but no later than forty (6040) days after the start last day of each fiscal yearmonth (but in any event prior to registering any Intellectual Property with the United States Copyright Office) (i) notice that Borrower has acquired and/or developed any new Material Intellectual Property, projections (ii) notice that Borrower has entered into or become bound by any additional material license agreement (other than over-the-counter software that is commercially available to the public) and (iii) deliver to Agent an updated Schedule 3.19 reflecting same, and upon any other material change in Borrower’s Material Intellectual Property from that listed on Schedule 3.19; Borrower shall take such steps as Agent requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for (i) all licenses or agreements to be deemed “Collateral” and for Agent to have a security interest in it that might otherwise be restricted or prohibited by Law or by the forthcoming two fiscal yearsterms of any such license or agreement, on whether now existing or entered into in the future, and (ii) Agent to have the ability in the event of a quarterly basis for liquidation of any Collateral to dispose of such Collateral in accordance with Agent’s rights and remedies under this Agreement and the current year other Loan Documents; and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; . Each Borrower will, within forty (i) written notice to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (3040) days after the last day of each month, deliver to Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Material Contracts filed with Form 10-K, 10-Q and 8-K filed with the SEC, which are posted on Borrower’s website at wxx.xxxxxxxx.xxx and the SEC’s website at wxx.xxx.xxx (such access being sufficient for notice and delivery of such reports). Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting the thirty (30) largest Account Debtors during such quarter.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal quarter (beginning with the first full fiscal quarter ending after the Closing Date), a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar Taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an Xxxxx Xxxxxxxx LLP or another independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; provided that such opinion shall not contain a “going concern” or like qualification or exception or a qualification arising out of the scope of the audit (other than solely with respect to, or resulting solely from (i) an upcoming maturity date under this Agreement or other Permitted Debt occurring within one year from the time such report is delivered or (ii) any potential inability to satisfy any financial maintenance covenant on a future date or in a future period); (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; a Material Adverse Effect; and (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; request (i) written notice to Agent promptly, and in any event within five (5) Business Days unless the disclosure of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) such information would require the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken forfeiture by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take of attorney client privilege with respect theretoto such document; and provided, however, that such Credit Party or Subsidiary shall take all actions reasonably requested by Agent to allow access to such document without otherwise forfeiting such privilege). If Accuray publicly files with the SEC reports on Form 10-K or Form 10-Q for the applicable periods or any other periodic reports containing the information required by clauses (ka), (c) and (d) above, Accuray shall be deemed to satisfy such requirements by such filing. Each Borrower will, within thirty (30) days after the last day of each monthof the first two (2) months of each fiscal quarter, and within forty-five (45) days after the last day of each fiscal quarter, deliver to Agent a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) monthly cash and cash equivalents Cash Equivalents of Borrowers and Borrowers and their Consolidated Subsidiariesand, and with respect to Compliance Certificates delivered in connection with the quarterly financial statements described in clause (iia) above only, setting forth calculations showing compliance with the any applicable financial covenants covenant set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Material Contracts.

Financial Statements and Other Reports. Each Borrower will deliver to Administrative Agent: : (a1) as soon as available, but no later than thirty forty (3040) days after the last day of each monthquarter, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ Borrower’s consolidated operations during the period, prepared under GAAP, consistently appliedapplied (subject to normal year-end adjustments and the absence of footnote disclosures), certified by a Responsible Officer and in a form acceptable to Administrative Agent; ; (b) [reserved]; (c2) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Administrative Agent in its reasonable discretion; ; (d3) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e4) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of One Hundred Fifty Thousand Dollars ($50,000150,000) or more; ; (f5) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; ; and (g6) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Administrative Agent may from time to time reasonably request; (i) written notice to Agent promptly. Each Borrower will, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) conjunction with the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day delivery of each monthset of financial statements required under clause (l) above, deliver to Administrative Agent, a duly completed Compliance Certificate signed by a Responsible Officer setting which shall, inter alia, set forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants (if any) set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Administrative Agent copies of all swap agreements or other derivative instruments to which any Borrower is a party. Each Borrower will, within ten (10) days after the last day of each month, deliver to Administrative Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).

Financial Statements and Other Reports. Each Borrower will deliver to Administrative Agent: : (a1) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ Borrower’s consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Administrative Agent; ; provided, however, that in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, Borrower shall provide such financial statements within forty-five (b45) [reserved]; days after the last day of each fiscal quarter rather than within thirty (c30) days of the last day of each month; (2) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Administrative Agent in its reasonable discretion; , (d3) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; SEC (ewhich, at all times that Borrower is subject to the reporting requirements under the Securities Exchange Act of 1934, shall be in lieu of the financial statements required pursuant to clause (1) above); (4) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Five Hundred Thousand Dollars ($50,000500,000) or more; ; (f5) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; ; and (g6) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Administrative Agent may from time to time reasonably request; (i) written notice to Agent promptly. Each Borrower will, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) conjunction with the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day delivery of each monthset of financial statements required under clause (l) above, deliver to Administrative Agent, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents Officer. Promptly upon their becoming available, Borrowers shall deliver to Administrative Agent copies of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with all Swap Contracts to which any Borrower is a party. Promptly upon Administrative Agent’s receipt of any of the financial covenants set forth foregoing in this AgreementSection 4.1, Administrative Agent shall deliver a copy to each Lender.

Financial Statements and Other Reports. Each Borrower Representative will deliver to Agent: : (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal yearyear (or the required SEC filing date for Holdings’ Form 10-K, if later), audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; discretion (it being understood that Cherry & Bekaert LLP is acceptable to Agent as of the Restatement Closing Date); (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC (provided that, the if such statements, reports and notices are available on SEC; ’s website, Borrower shall not have to separately deliver such items to Agent); (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) 250,000 or more; ; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; ; and (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly. Borrower Representative will, and in any event within forty-five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (3045) days after the last day of each month, deliver to Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrower Representative shall deliver to Agent copies of all Material Contracts. Borrower Representative will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrower Representative shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent. Promptly upon receipt, Borrowers shall deliver to Agent any written notices of default received from (i) any Note Purchase Creditor under the Note Purchase Documents and any written request by any party thereto for any waiver, amendment or modification of any of the terms thereof, (ii) any Treximet Note Purchase Creditor under the Treximet Note Purchase Documents and any written request by any party thereto for any waiver, amendment or modification of any of the terms thereof, (iii) Glaxo LLC with respect to the Treximet Supply Agreement and any written request by any party thereto for any waiver, amendment or modification of any of the terms thereof, (iv) GSK with respect to the Treximet Purchase Agreement and any written request by any party thereto for any waiver, amendment or modification of any of the terms thereof. Additionally, and also promptly upon receipt, Borrowers shall deliver to Agent any written notice of termination of the Treximet Distribution Agreement received by, or sent by, any Borrower.” 11 (c)

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthof Borrower’s fiscal quarters (or, in the case of a fiscal quarter ending on December 31, sixty (60) days), a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; (b) [reserved]; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (dc) within five (5) days Business Days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (ed) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could would reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand One Million Dollars ($50,0001,000,000) or more; (fe) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (gf) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal yearsyear, on a quarterly basis for the current year and on an annual basis for the subsequent yearbasis; (hg) promptly (and in any event within ten (10) days of any request therefor) at least once annually, such readily available other budgets, sales projections, and operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably requestin a form consistent with that shared with the Board of Directors of Borrower; (ih) written notice to Agent promptly, and in any event within five ten (510) Business Days of a Responsible Officer of a Borrower receivingdetermining, becoming aware or receiving notice from any Governmental Authority with relevant jurisdiction and authority or any employee or officer of or determining Borrower that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should will cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should will cease or such Product should will be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (ji) promptly, but in any event within three five (35) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could would reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and; (kj) within thirty (30) days after the last day of each month, a duly completed Compliance Certificate signed by a Responsible Officer (i) setting forth calculations showing (i) monthly cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) for each Compliance Certificate delivered with respect to the last month of a fiscal quarter, certifying compliance with the financial covenants set forth in this Agreement; provided, however, that the Compliance Certificate delivered with respect to the last month of a fiscal quarter shall be delivered within forty five (45) days after the last day of each fiscal quarter; and (k) at least once following the end of each fiscal quarter, a list describing any new applications for the registration of any Intellectual Property, or acquired rights under a license as a licensee with respect to any such registered Intellectual Property (or any such application for the registration of Intellectual Property) owned by another Person, that has not previously been reported to Agent on Schedule 3.19 to the Credit Agreement.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty (30) days after the last day of each month, a bank statement of each Borrower certified by a Responsible Officer and in a form reasonably acceptable to the Agent; (b) as soon as available, but no later than forty-five (45) days after the last day of each fiscal quarter, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its their Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; (b) [reserved]; (c) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than any going concern qualification with respect to, or resulting from an upcoming maturity date of any Debt occurring within one year from the time such opinion is delivered) on the financial statements from an Ernst & Young or another independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days Business Days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s Borrowers’ security holders or to any holders of any Subordinated Debt and copies of all reports and other filings made by any Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could would reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Five Hundred Thousand Dollars ($50,000500,000) or more;; MidCap / Aptevo Therapeutics / Credit and Security Agreement (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; provided, however, that reporting related to Regulatory Required Permits and/or Regulatory Reporting Events shall be governed by Section 4.17; (i) written notice to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each monthmonth (or forty-five (45) days if such month is the last month of a fiscal quarter), deliver to Agent with the financial statements described in clause (a) or (b) above (as applicable), a duly completed Compliance Certificate; and (j) together with each quarterly Compliance Certificate signed required to be delivered pursuant to Section 4.1(i), a report of the amount of all Royalties received by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents or on behalf of Borrowers and Borrowers their Subsidiaries during such calendar quarter, the dates of payment of such Royalties, the payor(s) of such Royalties and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreementnet sales upon which such Royalties were calculated.

Financial Statements and Other Reports. Each Borrower The Company will deliver maintain and cause each of its Subsidiaries to Agent: (a) as soon as available, but no later than thirty (30) days after the last day maintain a system of each month, a company prepared consolidated accounting established and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and administered in a form acceptable accordance with sound business practices to Agent; (b) [reserved]; (c) as soon as available, but no later than one hundred twenty (120) days after the last day permit preparation of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under in conformity with GAAP. The Company will deliver to the Agent and the Lenders: (i) Monthly Property Operating Statements: as soon as available and in any event within 20 days after the end of each calendar month of each calendar year, consistently appliedan operating statement with respect to each Mortgaged Property and a consolidated operating statement with respect to all Mortgaged Properties, together with an unqualified opinion in each case for the 12 month period ending on the financial last day of such calendar month, in substantially the form of Exhibit XV annexed hereto and in reasonable detail satisfactory to the Agent and certified by an Authorized Officer of the Company stating that such operating statements from an independent certified public accounting firm acceptable to Agent and consolidated operating statements fairly present, in its reasonable discretionall material respects, the results of operations of the Mortgaged Properties for the periods indicated; (dii) Borrowing Base Certificates: as soon as available and in any event (a) within 20 days after the end of each calendar month of each calendar year, a Borrowing Base Certificate, in reasonable detail satisfactory to the Agent and certified by an Authorized Officer of the Company, calculated as of the last day of such calendar month, (b) within five (5) days after the delivery of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (f) prompt written notice pursuant to subsection 5.11E (but in no event later than the occurrence or effectiveness of an the event that materially and adversely affects or condition required to be specified in such written notice), a Borrowing Base Certificate calculated as of the value date of any Intellectual Property; the occurrence or effectiveness of the event or condition specified therein, in reasonable detail satisfactory to the Agent (gc) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day delivery of each montha written notice of renovation or restoration pursuant to subsection 5.11G (but in no event later than the commencement of a Material Renovation/Restoration), a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement.a

Financial Statements and Other Reports. Each Borrower Holdings will deliver to Agent: : (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow sheet and income statement covering BorrowersHoldings’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; promptly following the reasonable request of Agent, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Credit Parties with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s Holdings’ fiscal year, audited consolidated and consolidating financial statements statements, including, without limitation, a cash flow statement, prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; , unless such reports or other filings are otherwise available on the public website of the SEC (xxx.XXX.xxx); (e) (i) on a quarterly basis, that certain litigation letter or disclosure statement delivered to Holdings’ independent public accountants at substantially the same time such letter or disclosure statement is delivered to Holdings’ independent public accountants and (ii) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could (A) reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Five Hundred Thousand Dollars ($50,000500,000) or more; , (B) if adversely decided could reasonably be expect to have a Material Adverse Effect or (C) in any manner draws into question the validity of any of the Operative Documents; (f) prompt written notice of an event that materially and adversely affects has had or reasonably could be expected to have a Material Adverse Effect on the value of any Intellectual Property; ; and (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly. Each Borrower will, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Material Contracts. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Domestic Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. Each Borrower The Borrowers will deliver to Agent: Asahi: (a1) as soon as available, but no later than thirty (30) days after the last day of each monthperiod then allowed for fiscal quarterly reporting to the SEC per SEC Regulation S-K, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering the Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; Asahi; (b) [reserved]; (c2) as soon as available, but no later than one hundred twenty (120) days the period then allowed for fiscal annual reporting to the SEC per SEC Regulation S-K after the last day of Borrower’s the Borrowers’ fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an Ernst & Young or another independent certified public accounting firm acceptable to Agent Asahi in its reasonable discretion; ; (d3) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s the Borrowers’ security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower the Borrowers with any stock exchange on which any securities of any Borrower the Borrowers are traded and/or the SEC; ; and (e4) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly, and in any event within five (5) Business Days days of a Responsible Officer NxStage Medical receiving approval from its Board of a Borrower receivingDirectors thereof, becoming aware of or determining that: (i) development, testing, and/or manufacturing copies of any Product that is material Board approved budgets or operating plans for NxStage Medical. Documents required to Borrowers’ business should ceasebe delivered pursuant to this Section 4.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which the Borrowers post such documents, or provide a link thereto on NxStage Medical’s website on the Internet at NxStage Medical’s website address of xxx.xxxxxxx.xxx (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn other website address as the Borrowers may provide to Asahi in writing from time to time); provided, that to the marketplace, (iii) any Governmental Authority extent Asahi is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected otherwise unable to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of receive any such event or changeelectronically delivered documents, or specifying the notice given or action taken Borrowers shall, upon request by such holder or Person and the nature Asahi, deliver paper copies of such event or change, and what action the applicable Credit Party or Subsidiary has taken, documents to Asahi until a written request to cease delivering paper copies is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, a duly completed Compliance Certificate signed given by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this AgreementAsahi.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal quarter, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; ; (b) [reserved]; ; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders in their capacity as such or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; [reserved]; (f) prompt written notice of an event that materially and adversely affects the value of any material Intellectual Property; ; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two such fiscal yearsyear, on a quarterly basis for the current year basis; and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice ; provided, however, that reporting related to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Permits and/or Regulatory Required Permit has been revoked or withdrawn; (j) promptlyReporting Events shall be governed by Section 4.17. Each Borrower will, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month (except for months ending at the end of a fiscal quarter, in which case it shall be within forty-five (45) days after the last day of such month), deliver to Agent, a duly completed Compliance Certificate signed by a Responsible Officer (a) setting forth calculations showing (i) monthly cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, (b) certifying that no Event of Default has occurred and is continuing, and (iic) with respect to Compliance Certificates as of the last month of a fiscal quarter, compliance with the financial covenants covenant set forth in Article 6 of this Agreement. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, within five (5) Business Days of any reasonable request by Agent, deliver to Agent a schedule of Eligible Accounts denoting the thirty (30) largest Account Debtors during calendar quarter most recently ended prior thereto. Documents required to be delivered pursuant to this Section 4.1 (to the extent any such documents are included in materials filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower Representative posts such documents, or provides a link thereto, on Borrower Representative’s website on the Internet at Borrower Representative’s website address.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a1) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow sheet and income statement covering Borrowers’ and its Consolidated Subsidiaries’ Borrower’s consolidated operations during the period, prepared under GAAP, consistently applied, period certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; (c2) as soon as available, but no later than one hundred twenty fifty (120150) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; discretion (dfor clarification, KPMG is acceptable to Agent); (3) within five (5) days of delivery or filing thereofdelivery, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; Debt; (e4) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty One Hundred Thousand Dollars ($50,000100,000) or more; ; (f5) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; ; and (g6) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as reasonably requested by Agent may from time to time reasonably request; (i) written notice to Agent promptlytime. Notwithstanding the above, and in any event within five (5) Business Days of a Responsible Officer of a Borrower’s 2005 annual financial statements shall be due October 26, 2006. Each Borrower receivingwill, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).

Financial Statements and Other Reports. Each Borrower Credit Parties will deliver to Agent: (a) as soon as available, but no later than thirty (30) days (or with respect to any month ending a fiscal quarter of the Borrowers, forty-five (45) days) after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement (including year-to-date results) covering Borrowers’ ' and its their Consolidated Subsidiaries’ ' consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Agent; provided that for any month ending a fiscal quarter of the Borrowers, the Borrowers shall include cash flow statement together with the financial statements described above; (b) [reserved]together with the financial reporting package described in (a) above, upon the reasonable request of Agent, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Credit Parties with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s Credit Parties' fiscal year, audited consolidated and consolidating financial statements covering the Company and its Consolidated Subsidiaries prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretionPermitted Discretion; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s Credit Parties' security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower Credit Parties with any stock exchange on which any securities of any Borrower Credit Party are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more[reserved]; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property[reserved]; (g) within sixty (60) days after forecasts prepared by management of the start Borrowers, in form reasonably satisfactory to Agent, of balance sheets, income statements and cash flow statements on a monthly basis for the period until the Commitment Termination Date, and an explanation of the assumptions on which such forecasts are based and demonstrating projected compliance with the financial covenant set forth in Article 6, in each case in form reasonably satisfactory to Agent, all as soon as available and in any event no later than February 1 of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request;; and (ih) written notice promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to Agent promptlycomply with its ongoing obligations under applicable "know your customer" and anti-money laundering rules and regulations, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result inthe USA PATRIOT Act. The Credit Parties will, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Credit Parties shall deliver to Agent copies of all Swap Contracts and Material Contracts. Each Credit Party will, within two (2) days after the last day of each week, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with (x) aged listings of accounts receivable and accounts payable (by invoice date) and (y) reasonably detailed reports with respect to Eligible Costs in Excess of Xxxxxxxx, "xxxxxxxx in excess of costs" and surety bonds related to the foregoing, in form and substance reasonably satisfactory to the Agent, and in any case, similar to the reports delivered to Agent on the Closing Date. Documents required to be delivered pursuant to Section 4.1(a), (c) or (d) may be delivered electronically to Agent for further distribution to each Lender and if so delivered, shall be deemed to have been delivered on the date the Company delivers such documents to Agent by electronic mail; provided that upon written request by Agent, the Company shall deliver proper copies of such documents to Agent for further distribution to each Lender until a written request to cease delivery of paper copies is given by Agent. Each Lender shall be solely responsible for timely accessing electronically provided documents or requests delivery of paper copies of such documents from Agent and retaining its copies of such documents.

Financial Statements and Other Reports. Each Borrower will deliver to Administrative Agent: : (a1) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Administrative Agent; ; (b) [reserved]; (c2) as soon as available, but no later than one hundred twenty fifty (120150) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Administrative Agent in its reasonable discretion; ; (d3) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e4) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; ; (f5) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; ; and (g6) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Administrative Agent may from time to time reasonably request; (i) written notice to Agent promptly. Each Borrower will, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Administrative Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Administrative Agent copies of all Swap Contracts and Material Contracts. Each Borrower will, once every five (5) Business Days, deliver to Administrative Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Registrant’s application requesting confidential treatment pursuant to Rule 406 of the Securities Act of 1933, as amended.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, other than year-end adjustments and the absence of footnotes, certified by a Responsible Officer and in a form acceptable to Agent; (b) [reservedReserved]; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than a going concern qualification based solely on the Borrower’s having negative profits or a determination that any Borrower has less than 12 months liquidity; provided that no such going concern qualification based on any potential inability to satisfy any financial covenant shall be included) on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretionof recognized national standing; (d) within five ten (510) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC;; MidCap / Sientra / Second A&R Credit and Security Agreement (Term) (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Five Hundred Thousand Dollars ($50,000500,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual PropertyProperty that is material to the business of the Borrowers; (g) within sixty thirty (6030) days after the start of each fiscal year, board approved projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year, which, for the avoidance of doubt, shall include Net Revenue projections for such years; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly, and in any event within forty-five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (3045) days after the last day of each month, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement; and (j) promptly (but in any event within ten (10) Business Days), details of any changes to the beneficial ownership information set out in Schedule 2 to the Perfection Certificate, as may have been updated by any subsequent written notice. Borrower understands and acknowledges that Agent and Lenders rely on such true, accurate and up-to-date beneficial ownership information to meet their respective regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers. Information required to be delivered pursuant to Section 4.1(c) and 4.1(j) shall be deemed to have been delivered if such information, or one or more annual, quarterly or other periodic reports containing such information, shall be available on the website of the SEC at xxxx://xxx.xxx.xxx. Information required to be delivered pursuant to this Section 4.1 may also be delivered by electronic communications pursuant to procedures approved by the Agent.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a1) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow sheet and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently appliedapplied (except for ordinary course adjustments to such monthly financial statements which are taken in good faith, certified by a Responsible Officer including without limitation, those adjustments which may be necessary with respect to that certain financing arrangement with Silver Point, actuarial adjustments for self-insurance retention and disproportionate share payment adjustments), in a form reasonably acceptable to Agent; ; (b) [reserved]; (c2) as soon as available, but no later than one hundred twenty fifty (120150) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than as to going concern qualifications) on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d3) within five (5) days of delivery or filing thereofthereof by any Borrower, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e4) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that are not covered by insurance (including Borrower’s self-insured retention amounts) and could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Five Hundred Thousand Dollars ($50,000500,000) or more; ; (f5) prompt written notice of an event that materially and adversely affects the value of any material Intellectual Property; ; and (g6) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; . Each Borrower will, within fifty (i50) written notice days after the last day of each fiscal quarter (ninety (90) days in the case of each fourth fiscal quarter), deliver to Agent promptly, and in any event within five (5) Business Days of a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing compliance with the financial covenants set forth in this Agreement. In addition, Borrower will provide a reconciliation between its interim fourth quarter report and any adjustments thereafter in connection with finalizing its audited consolidated financial statements prepared under GAAP, consistently applied. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of a all Swap Contracts and Material Contracts to the extent such documents are filed with the SEC. Each Borrower receivingwill, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent a duly completed Compliance Borrowing Base Certificate signed by a Responsible Officer setting forth calculations showing Officer, with aged listings of accounts receivable and accounts payable (iby invoice date). The Borrowers will, every fiscal quarter (but not more frequently unless an Event of Default then exists and is continuing), deliver to Agent a schedule of Eligible Accounts and the thirty (30) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in largest Account Debtors during such quarter. Documents required to be delivered pursuant to this AgreementSection may be delivered electronically.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a) as soon as available, but no later than thirty (30) days after the last day of each month, (i) a company prepared consolidated and consolidating balance sheetsheetsheets, cash flow flowflows and income statement statementstatements (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, and (ii) a company prepared consolidated balance sheets, cash flows and income statements (including year-to-date results) covering the Company SPV and its Consolidated Subsidiaries’ consolidated operations during the period, in each case, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty One Hundred Thousand Dollars ($50,000100,000) or more; more provided that Borrower shall be required to disclose threatened litigation that is received in the form of a “demand letter” only in its quarterly Compliance Certificates (it being understood that the foregoing exception shall not apply with respect to litigation for which any court filings have been made); (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; ; and (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly. Each Borrower will, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) monthly cash and cash equivalents of held by Borrowers and and, Borrowers and their Consolidated Subsidiaries and the Restricted Company SPV Subsidiaries (together with monthly account statements with respect to all Deposit Accounts and Securities Accounts held by the Restricted Company SPV Subsidiaries, ) and (ii) calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Swap Contracts and Material Contracts. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter. Notwithstanding anything to the contrary herein, documents required to be delivered pursuant to Section 4.1(d) (to the extent any such documents are included in materials filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrowers posts such documents, or provides a link thereto, on Borrowers’ website on the Internet at Borrowers’ website address.

Financial Statements and Other Reports. Each Borrower and Guarantor will deliver to Administrative Agent: : (a1) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ Borrower’s consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Administrative Agent; ; (b) [reserved]; (c2) as soon as available, but no later than one hundred twenty forty-five (12045) days after the last day of each calendar quarter, consolidated financial statements covering Borrower’s consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Administrative Agent; (3) as soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Administrative Agent in its reasonable discretion; ; (d4) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e5) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; ; (f6) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; ; and (g7) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Administrative Agent may from time to time reasonably request; . Each Borrower will, in conjunction with the delivery of each set of financial statements required under clause (i2) written notice above, deliver to Agent promptlyAdministrative Agent, and in any event within five (5) Business Days of a duly completed Compliance Certificate signed by a Responsible Officer which shall, inter alia, set forth calculations showing compliance with the financial covenants (if any) set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Administrative Agent copies of a Borrower receiving, becoming aware of all swap agreements or determining that: (i) development, testing, and/or manufacturing of any Product that is material other derivative instruments to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (includingis a party. Each Borrower will, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Administrative Agent a duly completed Compliance Borrowing Base Certificate signed by a Responsible Officer setting forth calculations showing Officer, with aged listings of accounts receivable and accounts payable (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreementby invoice date).

Financial Statements and Other Reports. Each Borrower Representative will deliver to Agent: : (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal yearyear (or the required SEC filing date for Holdings’ Form 10-K, if later), audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; discretion (it being understood that Cherry & Bekaert LLP is acceptable to Agent as of the Restatement Closing Date); (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC (provided that, the if such statements, reports and notices are available on SEC; ’s website, Borrower shall not have to separately deliver such items to Agent); (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) 250,000 or more; ; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; ; and (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice to Agent promptly. Borrower Representative will, and in any event within forty-five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (3045) days after the last day of each month, deliver to Agent with the monthly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrower Representative shall deliver to Agent copies of all Material Contracts. Borrower Representative will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrower Representative shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. Each Borrower will deliver to Lender Agent: : (a1) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow sheet and income statement covering Borrowers’ and its Consolidated their consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently appliedapplied (except for ordinary course adjustments to such monthly financial statements which are taken in good faith, certified by a Responsible Officer actuarial adjustments for self-insurance retention and disproportionate share payment adjustments), in a form reasonably acceptable to Lender Agent; ; (b) [reserved]; (c2) as soon as available, but no later than one hundred twenty fifty (120150) days after the last day of Borrower’s fiscal yeareach Fiscal Year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Lender Agent in its reasonable discretion; ; (d3) within five (5) days of delivery or filing thereofthereof by any Borrower, copies of all material statements, reports and notices made available to such Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by such Borrower with any stock exchange on which any securities of any such Borrower are traded and/or the SEC; United States Securities and Exchange Commission; (e4) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that are not covered by insurance (including Borrower’s self-insured retention amounts) and could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) 500,000 or more; ; (f5) prompt written notice of an event that materially and adversely affects the value of any material Intellectual Property; ; (g6) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and other information, reports or statements regarding the Borrowers, their business and the Collateral as Lender Agent may from time to time reasonably request; ; (i7) written notice to Agent promptlyconcurrent with the delivery of its audited consolidated financial statements prepared under GAAP, a reconciliation between its interim fourth quarter report and any adjustments thereafter in any event within five connection with finalizing its audited consolidated financial statements prepared under GAAP, consistently applied; (5) Business Days 8) promptly upon their becoming available, copies of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product all interest rate and currency hedging agreements that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge or any of its Subsidiaries is party to and all Material Contracts (as defined in the occurrence MidCap Facility) to the extent such documents are filed with the United States Securities and Exchange Commission; (9) every Fiscal Quarter (but not more frequently unless an Event of Default then exists and is continuing), a schedule of Eligible Accounts (as defined in the MidCap Facility) and the thirty (30) largest Account Debtors (as defined in the MidCap Facility) during such quarter; (10) within ten (10) days after the preparation or issuance thereof, copies of financial statements (other than those required to be delivered pursuant to clauses (1) and (2) above) prepared by, for or on behalf of Borrowers and any event or change (other notes, reports and other materials related thereto, including, without limitation, any notice pro forma financial statements; (11) promptly upon receipt thereof, copies of any violation reports submitted to a Borrower by its independent accountants in connection with any interim audit of Healthcare Lawsthe books of such Person or any of its Affiliates and copies of each management control letter provided by such independent accountants; (12) that has resulted within fifteen (15) days after the execution thereof, a copy of any contracts with the federal government or could reasonably be expected to result in, either in any case or with a Governmental Authority in the aggregate, a Material Adverse Effect, a certificate State of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect theretoCalifornia; and (k13) within not less than thirty (30) days after prior to the commencement of each Fiscal Year, consolidated month by month projected operating budgets, annual projections, profit and loss statements, and cash flow reports of and for Borrowers for such upcoming Fiscal Year (including an income statement for each month and a balance sheet as of the end of the last day of month in each month, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, Fiscal Quarter); and (ii14) compliance with any additional information, documents, statements, reports and other materials that are provided to the financial covenants set forth in this Agreementagent or the lenders under the MidCap Facility.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a) as soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated and consolidating balance sheetsheets, cash flow flows and income statement statements (including year-to-date results) covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, setting forth in comparative form the corresponding figures as at the end of the corresponding month of the previous fiscal year and the projected figures for such period based upon the projections required hereunder, all in reasonable detail, certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty One Hundred Thousand Dollars ($50,000100,000) or more; more provided that Borrower shall be required to disclose threatened litigation that is received in the form of a “demand letter” only in its quarterly Compliance Certificates (it being understood that the foregoing exception shall not apply with respect to litigation for which any court filings have been made); (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; ; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; request and (ih) written notice promptly after the request by any Lender, all documentation and other information that such Lender reasonably requests in order to Agent promptlycomply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result inthe USA PATRIOT Act. Each Borrower will, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent with the monthly financial statements described in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) monthly cash and cash equivalents of Borrowers and held by Borrowers, Borrowers and their Consolidated Subsidiaries, Subsidiaries and (ii) calculations showing compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Swap Contracts and Material Contracts. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter. Notwithstanding anything to the contrary herein, documents required to be delivered pursuant to Section 4.1(d) (to the extent any such documents are included in materials filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrowers posts such documents, or provides a link thereto, on Borrowers’ website on the Internet at Borrowers’ website address.

Financial Statements and Other Reports. Each Borrower will deliver to Administrative Agent: : (a1) as soon as available, but no later than thirty forty-five (3045) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ such Borrower’s consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Administrative Agent; ; (b) [reserved]; (c2) as soon as available (if they become available) for the fiscal year ended September 30, but 2006, and no later than one hundred twenty ninety (12090) days after the last day of Borrower’s each fiscal yearyear of Borrowers thereafter, audited consolidated and consolidating financial statements for such fiscal year prepared under GAAP, consistently applied, together with an unqualified (except with respect to the existence of the Chapter 11 Case in the case of the financial statements for the fiscal year ended September 30, 2006) opinion on the financial statements from an independent certified public accounting firm of nationally recognized standing acceptable to Administrative Agent in its reasonable discretion; discretion (dit being agreed that Xxxxx Xxxxxxx XxXxxx P.C. is acceptable to Administrative Agent); (3) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to such Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower Borrowers with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e4) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) 100,000 or more; ; (f5) prompt written notice of an event that materially and adversely affects the value of any material Intellectual Property; Property of any Credit Party; (g6) within sixty contemporaneous with the filing thereof, copies of all pleadings, motions, applications, financial information and other papers and documents filed by Company in the Chapter 11 Case, with copies of such papers and documents also provided to or served on Administrative Agent’s counsel; (607) as soon as available, but no later than ninety (90) days after the start commencement of each fiscal yearyear of Borrowers, consolidated projections for the forthcoming two Borrowers and their Subsidiaries for such fiscal years, year (on a quarterly basis for monthly basis) prepared in a manner consistent with the current year projections delivered by Borrowers to Administrative Agent prior to the Closing Date or otherwise in a manner reasonably satisfactory to Administrative Agent; and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other 8) budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Administrative Agent may from time to time reasonably request; (i) written notice to Agent promptly. Each Borrower will, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) conjunction with the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day delivery of each monthset of financial statements required under clause (l) above, deliver to Administrative Agent, a duly completed Compliance Certificate signed by a Responsible Officer setting which shall, inter alia, set forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Administrative Agent copies of all Swap Contracts to which any Borrower is a party. Borrower Representative will, within twenty (20) days after the last day of each month, deliver to Administrative Agent a duly completed Borrowing Base Certificate as of the last Business Day of such month, signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date) and an inventory report, in form and substance satisfactory to Administrative Agent.

Financial Statements and Other Reports. Each Borrower will deliver (a) From and after the Closing Date, Azul shall furnish to Agentthe Trustee: (ai) as soon as available, an English language version of the Parent Guarantor’s annual audited consolidated financial statements prepared in accordance with IFRS promptly upon such financial statements becoming available but no not later than thirty (30) 120 days after the last day of each month, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; (b) [reserved]; (c) as soon as available, but no later than one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; (e) a prompt written report of any legal actions pending or threatened against any Borrower or any close of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (hii) an English language version of the Parent Guarantor’s unaudited interim condensed consolidated financial statements prepared in accordance with IFRS promptly upon such statements becoming available but not later than 60 days after the close of each fiscal quarter (and in any event within ten (10) days other than the last fiscal quarter of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably requestits fiscal year); (iiii) written notice to Agent promptlywithout duplication, English language versions or summaries of such other reports or notices as may be filed or submitted by (and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of promptly after filing or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (iisubmission by) the marketing Guarantors with (a) the CVM or sales (b) the SEC (in each case, to the extent that any such report or notice is generally available to security holders of a Productthe Parent Guarantor or the public in Brazil or elsewhere and, which in the case of clause (b), is material filed or submitted pursuant to Borrowers’ business and which has been approved for marketing and saleRule 12g3-2(b) under, should cease or such Product should be withdrawn from Section 13 or 15(d) of, the marketplaceExchange Act, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or otherwise); (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, 90 days after any Responsible Officer of any Borrower obtains knowledge the end of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effectfiscal year, a certificate of a Responsible Officer of the Parent Guarantor certifying that, to the knowledge of such Responsible Officer, no Event of Default has occurred and is continuing, or, if, to the knowledge of such Responsible Officer, such Event of Default has occurred and is continuing, specifying the nature and period extent thereof and any corrective action taken or proposed to be taken with respect thereto; (v) within 120 days after the end of existence the Parent Guarantor’s fiscal year, deliver to the Trustee (A) an Appraisal as of a date no earlier than six months prior to the date that such Appraisal is delivered to the Trustee (an “Annual Appraisal”), and (B) a certificate certifying the LTV Ratio (calculated as to First Priority Secured Debt only) calculated by reference to such Annual Appraisal. (vi) no later than 30 days after the end of each Quarterly Reporting Period, a certificate of a Responsible Officer of the Parent Guarantor, certifying whether or not (A) the TudoAzul Receivables Coverage Covenant and the Azul Viagens Receivables Coverage Covenant has been satisfied as of the end of such Quarterly Reporting Period (which certificate shall attach a calculation demonstrating such compliance, which certificate shall not be required to name individual transactions or agreements and shall be confidential and Holders shall have no right to request access thereto), (B) the Obligors are in compliance with deposit requirements under the Transaction Documents with respect to the TudoAzul Agreements and the Azul Viagens Agreements, and (C) the Debt Service Coverage Ratio for such Quarterly Reporting Period was greater than the Debt Service Coverage Ratio levels required for the incurrence of Permitted First Priority Secured Debt, which certification shall include a calculation of the Debt Service Coverage Ratio, including a certification of the amount of the cost of goods sold and commissions applicable to the Azul Viagens business used to calculate the Debt Service Coverage Ratio (which certificate shall be confidential and Holders shall have no right to request access thereto); (vii) following implementation of the Lockbox Structure, on each (a) Allocation Date, an Allocation Date Statement and (b) no later than ten Business Days following the start of each Quarterly Reporting Period, a Quarterly Freeflow Threshold Statement, in each case to the Trustee and the U.S. Collateral Agent and the Brazilian Collateral Agent. The Trustee may, prior to the related Distribution Date, provide notice to the Issuer and the U.S. Collateral Agent and the Brazilian Collateral Agent of any information contained in the Allocation Date Statement that the Trustee believes to be incorrect. If the Trustee provides such event a notice, the Issuer shall use its reasonable efforts to resolve the discrepancy and provide an updated Allocation Date Statement on or changeprior to the related Distribution Date. If the discrepancy is not resolved and a replacement Allocation Date Statement is not received by the Trustee prior to the payment of Available Funds on the related Distribution Date pursuant to the provisions of the Payment Waterfalls and it is later determined that the information identified by the Trustee as incorrect was in fact incorrect and such error resulted in a party receiving a smaller distribution on the Distribution Date than they would have received had there not been such an error, then the Issuer shall indemnify such party for such shortfall. For the avoidance of doubt and, notwithstanding anything to the contrary in this Indenture or specifying in any Collateral Document or Azul Cargo Collateral Document, the Trustee shall have no obligation to inquire into, investigate, verify or perform any calculations in connection with an Allocation Date Statement or notice given from the Trustee in respect of the same; it being understood and agreed that the Trustee shall be entitled to conclusively rely, and shall not be liable for so relying, on the Allocation Date Statement last received by it on or action taken by such holder or Person prior to each Distribution Date and the nature Trustee shall have no obligation, responsibility or liability in connection with any indemnification payment of the Issuer pursuant to the immediately preceding sentence; and (viii) as soon as possible, and in any event within 15 Business Days after the Chief Financial Officer or the Treasurer of Azul becoming aware of the occurrence of a Default or an Event of Default that is continuing, an Officer’s Certificate specifying such event Default or change, Event of Default and what action the applicable Credit Party or Subsidiary has taken, is Parent Guarantor and its subsidiaries are taking or proposes propose to take with respect thereto; and. (kb) within thirty In no event shall the Trustee be entitled to inspect, receive and make copies of materials (30except in connection with any enforcement or exercise of remedies in the case of clause (A)) days after (A) that constitute non-registered Intellectual Property, TudoAzul Customer Data or non-financial proprietary information, (B) in respect of which disclosure to the last day of each monthTrustee, the U.S. Collateral Agent or any Holder (or their respective representatives or contractors) is prohibited by law or any binding agreement (or would otherwise cause a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing breach or default thereunder) or (C) that are subject to attorney client or similar privilege or constitute attorney work product. (c) The requirement for the Parent Guarantor to deliver to the Trustee the information or reports referred to in clauses (i) cash through (iii) above shall be deemed satisfied if such information or report has been filed with the SEC through the Electronic Data Gathering Analysis and cash equivalents Retrieval (XXXXX) system (or any successor method of Borrowers filing) or if such information or report is made available on the Parent Guarantor’s website (and Borrowers the Parent Guarantor shall provide the relevant URL to the Trustee upon request). (d) The requirement for the Parent Guarantor to deliver to the Trustee the information, reports or certificates referred to in clauses (iv) through (viii) above shall be deemed satisfied if, at its option, the Parent Guarantor (A) files such information, reports or certificates with the SEC through the Electronic Data Gathering Analysis and their Consolidated SubsidiariesRetrieval (XXXXX) system (or any successor method of filing) or if such information report is made available on the Parent Guarantor’s website (and the Parent Guarantor shall provide the relevant URL to the Trustee upon request), and (iiB) provides written notice to the Trustee that such information, reports or certificates have been so filed or made available. (e) In addition, any information required to be delivered pursuant to this Indenture to the Trustee pursuant to clauses (i) through (viii) above may, at the option of the Parent Guarantor, be made available by the Trustee to the Holders by posting such information on the Parent Guarantor’s website at a website address to be notified to the Holders from time to time. (f) The Trustee shall have no responsibility to determine if and when any information, reports or certificates have been made available online. Delivery of reports, information, appraisals and documents to the Trustee is for informational purposes only and its receipt of such reports, information, appraisals and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including compliance by the Issuer, Guarantor or any other Person with any of its covenants under this Indenture or the Notes (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Trustee shall have no liability or responsibility for the content, filing or timeliness of any report, appraisal or other information delivered, filed or posted under or in connection with this Indenture, the other Transaction Documents or the transactions contemplated thereunder. The Trustee has no duty to monitor or confirm, on a continuing basis or otherwise, our compliance with the financial covenants set forth or with respect to matters disclosed in any reports or other documents filed with the SEC or XXXXX or any website under this AgreementIndenture.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: Agent (notwithstanding the below, Borrowers will be deemed to have furnished to Agent the information referred to in clauses (a), (c) and (d)(ii) if Borrowers have filed such reports and information with the SEC via the XXXXX system (or any successor system) and such reports and information are publicly available): (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal quarter, a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAPGAAP or IFRS, as applicable, consistently applied, certified by a Responsible Officer and in a form reasonably acceptable to Agent; ; (b) together with the financial reporting package described in (a) above, evidence that appropriate and correct payroll payments were made to [reservedREDACTED: The omitted text sets forth name of a company]; , with respect to employees of Novadaq Tech, and [REDACTED: The omitted text sets forth name of a company], with respect to employees of Novadaq Corp, as third party payroll processors; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAPGAAP or IFRS, as applicable, consistently applied, together with an unqualified opinion (other than as a result of the upcoming maturity date of the Debt under this Agreement occurring within 12 months of the date of such audit) on the financial statements from an KPMG or another independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d) within five (5) days of delivery or filing thereof, (i) copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and (ii) copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) 1,000,000 or more; ; (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; Property the loss of which would reasonably be expected to cause a Material Adverse Effect; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; ; and (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; (i) written notice ; provided, however, that reporting related to Agent promptly, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Permits and/or Regulatory Required Permit has been revoked or withdrawn; (j) promptlyReporting Events shall be governed by Section 4.17. Each Borrower will, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each month, deliver to Agent, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) monthly cash and cash equivalents of Borrowers and Borrowers and their Consolidated SubsidiariesSubsidiaries and, and (ii) as applicable, compliance with the financial covenants set forth in this Agreement.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a) as soon as available, but no later than thirty forty-five (3045) days after the last day of each monthfiscal quarter (beginning with the first full fiscal quarter ending after the Closing Date), a company prepared consolidated and consolidating balance sheet, cash flow and income statement covering Borrowers’ and its Consolidated Subsidiaries’ consolidated operations during the period, prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; together with the financial reporting package described in (a) above, evidence of payment and satisfaction of all payroll, withholding and similar Taxes due and owing by all Borrowers with respect to the payroll period(s) occurring during such month; (c) as soon as available, but no later than one hundred twenty ninety (12090) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an Xxxxx Xxxxxxxx LLP or another independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; provided that such opinion shall not contain a “going concern” or like qualification or exception or a qualification arising out of the scope of the audit (other than solely with respect to, or resulting solely from (i) an upcoming maturity date under this Agreement or other Permitted Debt occurring within one year from the time such report is delivered or (ii) any potential inability to satisfy any financial maintenance covenant on a future date or in a future period); (d) within five (5) days of delivery or filing thereof, copies of all material statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; ; (e) a prompt written report of any legal actions pending or threatened in writing against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) or more; a Material Adverse Effect; and (f) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; (g) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as Agent may from time to time reasonably request; request (i) written notice to Agent promptly, and in any event within five (5) Business Days unless the disclosure of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) such information would require the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken forfeiture by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take of attorney client privilege with respect theretoto such document; and provided, however, that such Credit Party or Subsidiary shall take all actions reasonably requested by Agent to allow access to such document without otherwise forfeiting such privilege). If Accuray publicly files with the SEC reports on Form 10-K or Form 10-Q for the applicable periods or any other periodic reports containing the information required by clauses (ka), (c) and (d) above, Accuray shall be deemed to satisfy such requirements by such filing. Each Borrower will, within thirty forty-five (3045) days after the last day of each monthfiscal quarter, deliver to Agent with the quarterly financial statements described in clause (a) above, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the theany applicable financial covenants covenant set forth in this Agreement. Promptly upon their becoming available, Borrowers shall deliver to Agent copies of all Material Contracts. Each Borrower will, within twenty (20) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date). Borrowers shall, every ninety (90) days on a schedule to be designated by Agent, and at such other times as Agent shall request, deliver to Agent a schedule of Eligible Accounts denoting, for the thirty (30) largest Account Debtors during such quarter, such Account Debtor’s credit rating(s), if any, as rated by A.M. Best Company, Standard & Poor’s Corporation, Xxxxx’x Investors Service, Inc., FITCH, Inc. or other applicable rating agent.

Financial Statements and Other Reports. Each Borrower will deliver to Agent: : (a1) as soon as available, but no later than thirty forty (3040) days after the last day of each monthquarter, a company prepared consolidated and consolidating balance sheet, cash flow sheet and income statement covering Borrowers’ and its Consolidated Subsidiaries’ Borrower’s consolidated operations during the period, prepared under GAAP, consistently applied, period certified by a Responsible Officer and in a form acceptable to Agent; ; (b) [reserved]; (c2) as soon as available, but no later than in any case within one hundred twenty (120) days after the last day of Borrower’s fiscal year, audited consolidated and consolidating financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Agent in its reasonable discretion; ; (d3) within five (5) days of delivery or filing thereofdelivery, copies of all material statements, reports and notices made available to Borrower’s security holders or pursuant to any holders of Subordinated the Pfizer Debt and copies of all reports and other filings made by Borrower with any stock exchange on which any securities of any Borrower are traded and/or the SEC; Documents; (e4) a prompt written report of any legal actions pending or threatened against any Borrower or any of its Subsidiaries that could reasonably be expected to result in damages or costs to any Borrower or any of its Subsidiaries of Fifty Thousand Dollars ($50,000) 250,000 or more; ; (f5) prompt written notice of an event that materially and adversely affects the value of any Intellectual Property; ; and (g6) within sixty (60) days after the start of each fiscal year, projections for the forthcoming two fiscal years, on a quarterly basis for the current year and on an annual basis for the subsequent year; (h) promptly (and in any event within ten (10) days of any request therefor) such readily available other budgets, sales projections, operating plans and other financial information and information, reports or statements regarding the Borrowers, their business and the Collateral as reasonably requested by Agent may from time to time reasonably request; (i) written notice to Agent promptlytime. Each Borrower will, and in any event within five (5) Business Days of a Responsible Officer of a Borrower receiving, becoming aware of or determining that: (i) development, testing, and/or manufacturing of any Product that is material to Borrowers’ business should cease, (ii) the marketing or sales of a Product, which is material to Borrowers’ business and which has been approved for marketing and sale, should cease or such Product should be withdrawn from the marketplace, (iii) any Governmental Authority is conducting an investigation or review of any material Regulatory Required Permit or (iv) any material Regulatory Required Permit has been revoked or withdrawn; (j) promptly, but in any event within three (3) Business Days, after any Responsible Officer of any Borrower obtains knowledge of the occurrence of any event or change (including, without limitation, any notice of any violation of Healthcare Laws) that has resulted or could reasonably be expected to result in, either in any case or in the aggregate, a Material Adverse Effect, a certificate of a Responsible Officer specifying the nature and period of existence of any such event or change, or specifying the notice given or action taken by such holder or Person and the nature of such event or change, and what action the applicable Credit Party or Subsidiary has taken, is taking or proposes to take with respect thereto; and (k) within thirty (30) days after the last day of each monthquarter, deliver to Agent with the quarterly financial statements, a duly completed Compliance Certificate signed by a Responsible Officer setting forth calculations showing (i) cash and cash equivalents of Borrowers and Borrowers and their Consolidated Subsidiaries, and (ii) compliance with the financial covenants set forth in this Agreement. Each Borrower will, within ten (10) days after the last day of each month, deliver to Agent a duly completed Borrowing Base Certificate signed by a Responsible Officer, with aged listings of accounts receivable and accounts payable (by invoice date).