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

Financial Statements, Reports, Certificates; Notices. (a) Deliver to Collateral Agent and each Lender: (i) as soon as available, but no later than thirty (90) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, income statement and cash flow statement covering the consolidated operations of Parent and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; (ii) prompt notice of any material amendments of or other changes to the capitalization table of Borrower (other than Parent) and to the Operating Documents of Borrower or any of its Subsidiaries, together with any copies reflecting such amendments or changes with respect thereto; (iii) as soon as available, but no later than thirty (90) days after the last day of each month, copies of the month end account statements for each Collateral Account maintained by Borrower or its Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (iv) prompt notice of any event that (A) could reasonably be expected to materially and adversely affect the Borrower’s Intellectual Property and (B) could reasonably be expected to result in a Material Adverse Change; (v) written notice at least (10) days’ prior to Borrower’s creation of a new Subsidiary in accordance with the terms of Section 6.10; (vi) written notice at least (90) days’ prior to Borrower’s (A) changing its jurisdiction of organization, (B) changing its organizational structure or type, (C) changing its legal name, (D) changing any organizational number (if any) assigned by its jurisdiction of organization, or (E) registering or filing any Intellectual Property; (vii) upon Borrower becoming aware of the existence of any Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, prompt (and in any event within three (3) Business Days) written notice of such occurrence, which such notice shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default; (viii) notice of any commercial tort claim of Borrower or any Guarantor and of the general details thereof; (ix) other information as reasonably requested by Collateral Agent or any Lender. (x) written notice of any litigation or governmental proceedings pending or threatened (in writing) against Borrower or any of its Subsidiaries, which could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of more than Five Hundred Thousand Dollars ($500,000.00); and (xi) written notice of all returns, recoveries, disputes and claims regarding Inventory that involve more than Five Hundred Thousand Dollars ($500,000.00) individually or in the aggregate in any calendar year. (b) Keep proper, complete and true books of record and account in accordance with GAAP and in all material respects. Borrower shall, and shall cause each of its Subsidiaries to, allow, at the sole cost of Borrower, Collateral Agent or any Lender, during regular business hours upon reasonable prior notice (provided that no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations and the Collateral. Such audits shall be conducted no more often than twice every year unless (and more frequently if) an Event of Default has occurred and is continuing. Notwithstanding the foregoing, upon request of any Lxxxxx, Bxxxxxxx agrees to permit such Lxxxxx to communicate with Bxxxxxxx’s accounting firm, in the presence of a Responsible Officer of the Borrower or the Parent, with respect to the consolidated financial statements delivered pursuant to this Section 6.2.

Financial Statements, Reports, Certificates; Notices. (a) Deliver to Collateral Agent and each Lender: Agent: (i) as soon as available, but no later than thirty (9030) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, income statement and cash flow statement covering the consolidated operations of Parent Borrower and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; ; (ii) as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year or within five (5) Business Days of filing with the Securities and Exchange Commission (“SEC”), audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (other than any “going concern” or like qualification or exception solely in connection with the need to raise equity) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; (iii) as soon as available after approval thereof by Borrower’s board of directors, but no later than ten (10) days’ after such approval, Borrower’s annual financial projections for the entire current fiscal year as approved by Borrower’s board of directors; provided that, any revisions to such projections approved by Borrower’s board of directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all non-ministerial statements, reports and notices made available to Borrower’s security holders or holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (vi) prompt notice of any material amendments of or other changes to the capitalization table of Borrower (other than Parent) and to the Operating Documents of Borrower or any of its Subsidiaries, together with any copies reflecting such amendments or changes with respect thereto; ; (iiivii) as soon as available, but no later than thirty prompt delivery of (90and in any event within five (5) days after the last day of each month, same are sent or received) copies of all material correspondence, reports, documents and other filings with any Governmental Authority that could reasonably be expected to have a material adverse effect on any of the month end account statements for each Collateral Account maintained by Borrower Governmental Approvals material to Borrower’s business or its Subsidiaries, which statements may otherwise could reasonably be provided expected to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); have a Material Adverse Change; (ivviii) prompt notice of any event that (A) could reasonably be expected to materially and adversely affect the Borrower’s value of the Intellectual Property and Property, (B) could reasonably be expected to result in a Material Adverse Change; , and (vC) is reasonably likely to cause or causes a non-ministerial breach or default under any Material Agreement; (ix) written notice at least (10) days’ (or such shorter period as the Collateral Agent may agree) prior to Borrower’s creation of a new New Subsidiary in accordance with the terms of Section 6.10; ; (vix) written notice at least (9030) days’ prior to Borrower’s (A) adding any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Ten Thousand Dollars ($10,000.00) in assets or property of Borrower or any of its Subsidiaries), (B) changing its jurisdiction of organization, (BC) changing its organizational structure or type, (CD) changing change its legal name, or (DE) changing any organizational number (if any) assigned by its jurisdiction of organization, or ; (E) registering or filing any Intellectual Property; (viixi) upon Borrower becoming aware of the existence of any Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, prompt (and in any event within three (3) Business Days) written notice of such occurrence, which such notice shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default; ; (viiixii) immediate notice if Borrower or such Subsidiary has knowledge that Borrower, or any Subsidiary or Affiliate of Borrower, is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering; (xiii) immediate notice if Borrower or such Subsidiary has knowledge that Borrower, or any Subsidiary or Affiliate of Borrower, is a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering; (xiv) within ten (10) days of any commercial tort claim Key Person ceasing to be actively engaged in the management of Borrower or any Guarantor and of the general details thereofBorrower; and (ixxv) other information as reasonably requested by Collateral Agent. (i) Borrower shall deliver paper or electronic copies of such documents to the Collateral Agent or any LenderLender upon its request to Borrower to deliver such paper or electronic copies until a written request to cease delivering paper or electronic copies is given by the Collateral Agent or such Lender and (ii) Borrower shall notify the Collateral Agent (by telecopier or electronic mail) of the posting of any such documents. (xb) Concurrently with the delivery of the financial statements specified in Section 6.2(a)(i) above but no later than thirty (30) days after the last day of each month, deliver to Collateral Agent: (i) a duly completed Compliance Certificate signed by a Responsible Officer; (ii) copies of any material Governmental Approvals obtained by Borrower or any of its Subsidiaries; (iii) written notice of the commencement of, and any material development in, the proceedings contemplated by Section 5.8 hereof; (iv) written notice of any litigation or governmental proceedings pending or threatened (in writing) against Borrower or any of its Subsidiaries, which could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of more than Five Two Hundred Fifty Thousand Dollars ($500,000.00250,000.00); and ; (xiv) written notice of all returns, recoveries, disputes and claims regarding Inventory that involve more than Five One Hundred Thousand Dollars ($500,000.00100,000.00) individually or in the aggregate in any calendar year; and (vi) copies of any exclusive license entered into in accordance with clause (C) of the definition of Permitted License. (bc) Keep proper, complete and true books of record and account in accordance with GAAP and in all material respects. Borrower shall, and shall cause each of its Subsidiaries to, allow, at the sole cost of Borrower, Collateral Agent or any Lender, during regular business hours upon reasonable prior notice (provided that no notice shall be required when an Event of Default has occurred and is continuing)notice, to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations and the Collateral. Such audits shall be conducted no more often than twice every year unless (and more frequently if) an Event of Default has occurred and is continuing. Notwithstanding the foregoing, upon request of any Lxxxxx, Bxxxxxxx agrees to permit such Lxxxxx to communicate with Bxxxxxxx’s accounting firm, in the presence of a Responsible Officer of the Borrower or the Parent, with respect to the consolidated financial statements delivered pursuant to this Section 6.2.

Financial Statements, Reports, Certificates; Notices. (a) Deliver to each Purchaser (and with respect to clauses (vii), (viii), (ix) and (xiii) below, also to the Collateral Agent and each Lender: Agent): (i) as soon as availablewithin ten (10) days upon a request by any Purchaser, but no later than with respect to any given month for which at least thirty (9030) days after have elapsed since the last day of each such month, a company prepared consolidated and consolidating balance sheet, income statement and cash flow statement statement, subject to year-end adjustments and the absence of footnotes, covering the consolidated operations of Parent Issuer and its consolidated Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; the Required Purchasers; (ii) prompt notice as soon as available, but no later than forty-five (45) days after the last day of any material amendments each of or other changes Issuer’s first three fiscal quarters, a company prepared consolidated and, if prepared by Issuer, consolidating balance sheet, income statement and cash flow statement covering the consolidated operations of Issuer and its consolidated Subsidiaries for such fiscal quarter certified by a Responsible Officer and in a form reasonably acceptable to the capitalization table of Borrower (other than Parent) and to the Operating Documents of Borrower or any of its Subsidiaries, together with any copies reflecting such amendments or changes with respect thereto; Required Purchasers; (iii) as soon as available, but no later than thirty ninety (90) days after the last day of each monthIssuer’s fiscal year or within five (5) days of filing of the same with the SEC, audited consolidated financial statements covering the consolidated operations of Issuer and its consolidated Subsidiaries for such fiscal year, prepared under GAAP, consistently applied, together with an Unqualified Opinion on financial statements from an independent certified public accounting firm reasonably acceptable to the Required Purchasers (it being understood that any accounting firm of national standing is reasonably acceptable to the Required Purchasers) (other than a qualification with respect to a going concern for the Company’s fiscal year ended June 30, 2024); (iv) within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the SEC; (v) prompt delivery of (and in any event within five (5) days after the same are sent or received) copies of all material correspondence, reports, documents and other filings with any Governmental Authority that could reasonably be expected to have a material adverse effect on any of the month end account statements for each Collateral Account maintained by Borrower Governmental Approvals material to Issuer’s business or its Subsidiaries, which statements may that otherwise could reasonably be provided expected to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); have a Material Adverse Change; (ivvi) prompt notice of any event that (A) could reasonably be expected to materially and adversely affect the Borrower’s value of the Intellectual Property and or (B) could reasonably be expected to result in a Material Adverse Change; ; (vvii) written notice delivered at least ten (10) days’ prior to BorrowerIssuer’s creation of a new New Subsidiary in accordance with the terms of Section 6.10; ); (viviii) written notice delivered at least twenty (9020) days’ (or such shorter period of time as Required Purchasers may agree) prior to BorrowerIssuer’s (A) adding any new offices or business locations, including warehouses (unless such new offices or business locations contain less than One Million Dollars ($1,000,000) in assets or property of Issuer or any of its Subsidiaries or are contract manufacturing sites), (B) changing its respective jurisdiction of organization, (BC) changing its organizational structure or type, (CD) changing its respective legal name, or (DE) changing any organizational number number(s) (if any) assigned by its respective jurisdiction of organization, or ; (E) registering or filing any Intellectual Property; (viiix) upon Borrower Issuer or any Guarantor becoming aware of the existence of any Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, prompt (and in any event within three (3) Business Days) written notice of such occurrence, which such notice shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default; , and Issuer’s proposal regarding how to cure such Event of Default or event; (viiix) immediate notice if Issuer or such Subsidiary has Knowledge that Issuer, or any Subsidiary or Affiliate of Issuer, is a Blocked Person or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering; (xi) notice of any commercial tort claim (as defined in the Code) or letter of Borrower credit rights (as defined in the Code) held by Issuer or any Guarantor Guarantor, in each case in an amount greater than One Million Dollars ($1,000,000) and of the general details thereof; ; (ixxii) other information as reasonably requested by Collateral Agent if Issuer or any Lender.of its Subsidiaries is not now a Registered Organization but later becomes one, written notice of such occurrence and information regarding such Person’s organizational identification number within seven (7) Business Days of receiving such organizational identification number; (xxiii) an updated Perfection Certificate to reflect any amendments, modifications and updates, if any, to certain information in the Perfection Certificate after the Closing Date to the extent such amendments, modifications and updates are permitted by one or more specific provisions in this agreement; provided that delivery of such updated Perfection Certificate shall only be required once every six (6) months, starting with the month ending December 31, 2022; (xiv) prompt written notice of any litigation or governmental proceedings pending or threatened (in writing) against Borrower Issuer or any of its Subsidiaries, which could reasonably be expected to result in damages or costs to Borrower Issuer or any of its Subsidiaries of more in an amount greater than Five Hundred Thousand One Million Dollars ($500,000.001,000,000); and (xv) other information as reasonably requested by any Purchaser; provided, that Issuer and each Guarantor, and each of their respective Subsidiaries, as applicable, shall not be required to deliver any information to a Purchaser pursuant to subsections (v), (vi), (x), (xi), and (xixiv) above unless a Purchaser has specifically requested the same in writing, in which case the Issuer and each Guarantor, and each of their respective Subsidiaries, as applicable, shall provide such information pursuant to this Section 6.2(a) unless and until such Purchaser withdraws such request by delivery of written notice to the applicable party; provided, further, that such Purchaser may withdraw its request by delivery of all returnswritten notice to the applicable party at any time, recoveriesincluding prior to delivery of any such information requested. Notwithstanding the foregoing, disputes (x) the financial statements required to be delivered pursuant to clauses (ii) and claims regarding Inventory that involve more (iii) above may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which (A) Issuer posts such documents, or provides a link thereto, on Issuer’s website on the internet at Issuer’s website address or (B) such documents are filed of record with the SEC, and (y) a Purchaser may designate an entity to receive information provided under this Section 6.2(a) (other than Five Hundred Thousand Dollars any information filed with the SEC).Issuer will be deemed to comply with the delivery requirements of financial and other information pursuant to Sections 6.2(a)(ii) and ($500,000.00iii) individually or by timely filing, within the time periods (including any extension thereof) specified in the aggregate SEC’s rules and regulations, its quarterly report on Form 10-Q and its annual report on Form 10-K for the corresponding period, as applicable, with the SEC via the SEC’s XXXXX system (or any successor thereto). Notwithstanding anything to the contrary herein, the Issuer or Guarantors shall not provide any information under this Section 6.2(a), if any Purchaser informs the Issuer in any calendar yearwriting that it does not wish to receive such information. (b) No later than forty-five (45) days after the last day of each month, deliver to each Purchaser a duly completed Compliance Certificate signed by a Responsible Officer. (c) Keep proper, complete and true books of record and account in accordance with GAAP and in all material respects. Borrower Issuer shall, and shall cause each of its Subsidiaries to, allow, at the sole cost of BorrowerIssuer, Collateral Agent or any LenderPurchaser, during regular business hours upon reasonable prior notice (provided that no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations and the Collateral. Such audits shall be conducted no more often than twice every year unless (and more frequently if) an Event of Default has occurred and is continuing. Notwithstanding the foregoing, upon request of any Lxxxxx, Bxxxxxxx agrees to permit such Lxxxxx to communicate with Bxxxxxxx’s accounting firm, in the presence of a Responsible Officer of the Borrower or the Parent, with respect to the consolidated financial statements delivered pursuant to this Section 6.2.

Financial Statements, Reports, Certificates; Notices. (a) Deliver Borrower will deliver to Collateral Agent and each Lender: of the following: (i) as soon as available, but no later than thirty (90) in any event within 120 days after the last day end of each monthFiscal Year of Borrower, Consolidated financial statements of Borrower and its Subsidiaries for each such Fiscal Year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any “going concern” or like qualification or exception, or any qualification or exception as to the scope of such audit), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a company prepared consolidated and consolidating balance sheet, income statement, statement of cash flow, and cash flow statement covering the consolidated operations of Parent and its Subsidiaries for shareholder’s equity, and, if prepared, such month certified by a Responsible Officer and in a form reasonably acceptable accountants’ letter to Collateral Agent; management); (ii) prompt notice as soon as available, but in any event within 60 days after the end of any material amendments each of or other changes the first three Fiscal Quarters of each Fiscal Year of Borrower, an unaudited Consolidated balance sheet, income statement, statement of cash flow, and statement of shareholder’s equity covering Borrower’s and its Subsidiaries’ operations during such period and compared to the capitalization table of Borrower (other than Parent) prior period and to the Operating Documents of Borrower or any of its Subsidiariesplan, together with any copies reflecting such amendments or changes with respect thereto; a corresponding discussion and analysis of results from management; (iii) as soon as available, but no later than thirty (90) in any event within 60 days after the last day end of each monthFiscal Year, copies a business plan and operating and capital budget of Borrower and its Subsidiaries for the ensuing 4 Fiscal Quarters, such plan to be prepared in accordance with GAAP and to include, on a quarterly basis, the following: a quarterly operating and capital budget; a projected income statement; statements of cash flows and balance sheet; and a report containing management’s discussion and analysis of such budget with a reasonable disclosure of the month end account statements key assumptions and drivers with respect to such budget, accompanied by a certificate from a Responsible Officer of Borrower to the effect that such budget contains good faith estimates (utilizing assumptions believed to be reasonable at the time of delivery of such budget) of the financial condition and operations of Borrower and its Subsidiaries for each Collateral Account maintained by Borrower or its Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); such period; (iv) prompt notice of any event that (A) could concurrently with the delivery of the financial statements referred to in Section 5.1(a)(i) and (ii), a duly completed Compliance Certificate to the effect that no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof, which certificate shall set forth (x) certification of compliance with the definition of “Immaterial Domestic Subsidiary”, and (y) reasonably be expected to materially and adversely affect detailed calculations demonstrating compliance with the Borrower’s Intellectual Property financial covenants set forth in Section 7, and (B) concurrently with the delivery of the financial statements referred to in Section 5.1(a)(i), a supplement to the Perfection Certificate; (v) if and when filed by Borrower, (A) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (B) any other filings made by Borrower with the SEC, and (C) any other information that is provided by Borrower to its shareholders generally; (vi) promptly, but in any event within 5 days after Borrower has knowledge of any event or condition that constitutes a Default or Event of Default, notice of such event or condition and a statement of the curative action that Borrower proposes to take with respect thereto; (vii) promptly after the commencement thereof, but in any event within 5 days after the service of process with respect thereto on Borrower or any of its Subsidiaries, notice of all actions, suits, or proceedings brought by or against Borrower or any of its Subsidiaries before any Governmental Authority which reasonably could reasonably be expected to result in a Material Adverse Change; Effect; (vviii) written promptly, but in any event within 5 days after Borrower has knowledge thereof, notice at least of any default by Borrower under any Material Contract, together with a description of the nature of such default; (10ix) days’ prior to Borrower’s creation of a new Subsidiary promptly, but in accordance with any event within 5 days after receipt thereof (or the terms of Section 6.10; (vi) written notice at least (90) days’ prior to Borrower’s date Borrower has knowledge thereof, as applicable), (A) changing its jurisdiction any unfavorable determination letter from the IRS regarding the qualification of organizationan Employee Benefit Plan under Section 401(a) of the IRC (along with a copy thereof), (B) changing its organizational structure all notices received by any Loan Party or typeany ERISA Affiliate of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (C) changing its legal name, all notices received by any Loan Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (D) changing Borrower obtaining knowledge or reason to know that any organizational number (if any) assigned by its jurisdiction of organization, Loan Party or (E) registering any ERISA Affiliate has filed or filing any Intellectual Property; (vii) upon Borrower becoming aware of the existence of any Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, prompt (and in any event within three (3) Business Days) written intends to file a notice of such occurrence, which such notice shall include intent to terminate any Pension Plan under a reasonably detailed description distress termination within the meaning of such Event Section 4041(c) of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of DefaultERISA; (viii) notice of any commercial tort claim of Borrower or any Guarantor and of the general details thereof; (ix) other information as reasonably requested by Collateral Agent or any Lender.and (x) written notice upon the request of Agent (or any litigation or governmental proceedings pending or threatened (in writing) against Lender through Agent), any other information reasonably requested relating to the financial condition of Borrower or any of its Subsidiaries, which could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of more than Five Hundred Thousand Dollars ($500,000.00); and (xi) written notice of all returns, recoveries, disputes and claims regarding Inventory that involve more than Five Hundred Thousand Dollars ($500,000.00) individually or in the aggregate in any calendar year. (b) Keep properBorrower further (i) agrees that no Subsidiary of a Loan Party will have a Fiscal Year different from that of Borrower, complete and true books (ii) agrees to maintain a system of record and account accounting that enables Borrower to produce financial statements in accordance with GAAP and in all material respects. Borrower shallGAAP, and shall (iii) agrees that it will, and will cause each of its Subsidiaries other Loan Party to, allow(A) keep a reporting system that shows all additions, at sales, claims, returns, and allowances with respect to its and its Subsidiaries’ sales, and (B) maintain its billing systems and practices substantially as in effect as of the sole cost Closing Date and shall only make material modifications thereto with notice to, and with the consent of, Agent. (i) Borrower shall deliver paper copies of Borrower, Collateral such documents to Agent or any LenderLender that requests Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by Agent or such Lender and (ii) Borrower shall notify Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents or the creation of any such link and provide to Agent by electronic mail electronic versions of such documents. Notwithstanding anything contained herein, during regular business hours upon reasonable prior notice (provided that no notice in every instance Borrower shall be required when an Event to provide paper copies of Default has occurred and is continuing)the Compliance Certificates required by Section 5.1(a)(iv) to Agent. Except for such Compliance Certificates, Agent shall have no obligation to visit and inspect any request the delivery or to maintain copies of its properties, the documents referred to examine and make abstracts or copies from any of its books and recordsabove, and in any event shall have no responsibility to conduct a collateral audit monitor compliance by Borrower with any such request for delivery, and analysis of its operations and the Collateral. Such audits each Lender shall be conducted no more often than twice every year unless (and more frequently if) an Event solely responsible for requesting delivery to it or maintaining its copies of Default has occurred and is continuing. Notwithstanding the foregoing, upon request of any Lxxxxx, Bxxxxxxx agrees to permit such Lxxxxx to communicate with Bxxxxxxx’s accounting firm, in the presence of a Responsible Officer of the Borrower or the Parent, with respect to the consolidated financial statements delivered pursuant to this Section 6.2documents.

Financial Statements, Reports, Certificates; Notices. (a) Deliver to Collateral Agent and each Lender: Innovatus: (i) as soon as available, but no later than thirty forty-five (9045) days after the last day of each monthquarter, a company prepared consolidated and consolidating balance sheet, income statement and cash flow statement covering the consolidated operations of Parent Borrower and its Subsidiaries for such month quarter certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; ; (ii) prompt notice as soon as available, but no later than one hundred fifty (150) days after the last day of Borrower’s fiscal year or within five (5) days of filing with the Securities and Exchange Commission, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion (including no “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit) on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; provided that if Borrower is issued an audit with a “going concern” or similar limitation solely in connection with its liquidity, such audit shall not constitute an Event of Default under any Loan Document if the Borrower demonstrates that it is cash flow positive for the trailing six (6) months from the date such audit was delivered to Innovatus within six (6) months from the date such audit was delivered (i.e. 330 days from the last day of the Borrower’s fiscal year), subject to calculations and evidence reasonably acceptable to Innovatus; (iii) as soon as available after approval thereof by Borrower’s board of directors, but no later than the earlier of ten (10) days after such approval and forty-five (45) days after the last day of Borrower’s fiscal year, and within twenty (20) days following any Equity Cure, Borrower’s annual (A) financial projections and (B) budget, in each case, for the entire current fiscal year as approved by Borrower’s board of directors; provided that, any revisions to such projections and/or budget approved by Borrower’s board of directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); (iv) within five (5) days of delivery, copies of all non-ministerial statements, reports and notices made generally available to Borrower’s security holders or holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10-K, 10-Q and 8-K filed with the Securities and Exchange Commission; (vi) along with the delivery of the financial statements under Section 6.2(a)(i), any material amendments of or other material changes to the capitalization table of Borrower (other than Parent) and to the Operating Documents of Borrower or any of its Subsidiaries, together with any copies reflecting such amendments or changes with respect thereto; ; (iiivii) as soon as available, but no later than thirty (9030) days after the last day of each month, copies of the month month-end account statements for each Collateral Account maintained by Borrower or its Subsidiaries, which statements may be provided to Collateral Agent and each Lender Innovatus by Borrower or directly from the applicable institution(s); ; (ivviii) prompt delivery of (and in any event within five (5) days after the same are sent or received) copies of all material correspondence, reports, documents and other filings with any Governmental Authority that could reasonably be expected to have a material adverse effect on any of the Governmental Approvals material to Borrower’s business or otherwise could reasonably be expected to have a Material Adverse Change; (ix) prompt notice of any event that (A) could reasonably be expected to materially and adversely affect the Borrower’s Intellectual Property and (B) could reasonably be expected to result in a Material Adverse Change; ; (vx) written notice at least (10) days’ prior to substantially contemporaneously with Borrower’s creation of a new New Subsidiary in accordance with the terms of Section 6.10; ; (vixi) written notice at least twenty (9020) days’ days prior to Borrower’s (A) adding any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Five Hundred Thousand Dollars ($500,000.00) in assets or property of Borrower or any of its Subsidiaries), (B) changing its jurisdiction of organization, (BC) changing its organizational structure or type, (CD) changing its legal name, or (DE) changing any organizational number (if any) assigned by its jurisdiction of organization, or ; (E) registering or filing any Intellectual Property; (viixii) upon Borrower becoming aware of the existence of any Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, prompt (and in any event within three (3) Business Days) written notice of such occurrence, which such notice shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default; ; (viiixiii) immediate notice if Borrower or such Subsidiary has Knowledge that Borrower, or any Subsidiary or Controlled Affiliate of Borrower, is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering; (xiv) prompt notice of any commercial tort claim of Borrower in an amount equal to or any Guarantor greater than One Hundred Thousand Dollars ($100,000.00) and of the general details thereof; (xv) if Borrower or any of its Subsidiaries is not now a Registered Organization but later becomes one, written notice of such occurrence and information regarding such Person’s organizational identification number within seven (7) Business Days of receiving such organizational identification number; and (ixxvi) other information as reasonably requested by Collateral Agent or any Lender. Notwithstanding the foregoing, documents required to be delivered pursuant to the terms hereof, to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission, such documents or materials may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address. (xb) Concurrently with the delivery of the financial statements specified in Section 6.2(a)(i) above but no later than forty-five (45) days after the last day of each quarter, except as otherwise indicated, deliver to Collateral Agent and Innovatus: (i) a duly completed Compliance Certificate signed by a Responsible Officer; (ii) an updated Perfection Certificate to reflect any material amendments, modifications and updates to certain information in the Perfection Certificate after the Effective Date, as and when such amendments, modifications or updates are necessitated by material events or conditions, but not less frequently than on each anniversary of the Effective Date; in each case, subject to the terms of this Agreement; (iii) copies of any material Governmental Approvals obtained by Borrower or any of its Subsidiaries; (iv) written notice of the commencement of, and any material development in, the proceedings contemplated by Section 5.8 hereof; (v) written notice of any litigation or governmental proceedings pending or threatened (in writing) against Borrower or any of its Subsidiaries, which could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of more than Five Two Hundred Fifty Thousand Dollars ($500,000.00250,000.00); and and (xivi) written notice of all returns, recoveries, disputes and claims regarding Inventory that involve more than Five Hundred Thousand Dollars ($500,000.00) individually or in the aggregate in any calendar year. (bc) Keep proper, complete and true books of record and account in accordance with GAAP and in all material respects. Borrower shall, and shall cause each of its Subsidiaries to, allow, at the sole cost of Borrower, Collateral Agent or any Lender, during regular business hours upon reasonable prior notice (provided that no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations and the Collateral. Such audits shall be conducted no more often than twice once every year unless (and may be more frequently if) an Event of Default has occurred and is continuing. Notwithstanding the foregoing, upon request of any LxxxxxCollateral Agent and/or Innovatus, Bxxxxxxx Borrower agrees to permit such Lxxxxx Collateral Agent and Innovatus to communicate with BxxxxxxxBorrower’s accounting firm, in the presence of a Responsible Officer of the Borrower or the Parent, firm with respect to the consolidated financial statements delivered pursuant to this Section 6.26.2 in the presence of Borrower and to the extent the accounting firm agrees to such communications.

Financial Statements, Reports, Certificates; Notices. (a) Deliver to Collateral Agent and each Lender: : (i) as soon as available, but no later than thirty (9030) days after the last day of each month, a company prepared consolidated and consolidating balance sheet, income statement and cash flow statement covering the consolidated operations of Parent and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; ; (ii) as soon as available, but no later than one hundred twenty (120) days after the last day of Parent’s fiscal year or within five (5) days of filing with the Securities and Exchange Commission, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Collateral Agent in its reasonable discretion; (iii) (x) as soon as available after delivery to and approval thereof by Parent’s board of directors, but no later than the earlier of ten (10) days after such approval, and within ten (10) days following any Equity Cure, Borrower’s annual (and quarterly, if applicable) budget for the entire current fiscal year as approved by Parent’s board of directors; provided that, any revisions to such budget approved by Parent’s board of directors shall be delivered to Collateral Agent and the Lenders no later than seven (7) days after such approval); and (y) as soon as available after delivery thereof by Parent’s board of directors, but no later than forty-five (45) days after the last day of Borrower’s fiscal year, and within ten (10) days following any Equity Cure, Borrower’s annual (or quarterly, as applicable) financial projections for the entire current fiscal year as delivered to Parent’s board of directors; (iv) within five (5) days of delivery, copies of all non-ministerial statements, reports and notices made available to Borrower’s board of directors, security holders or holders of Subordinated Debt; (v) in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10 K, 10 Q and 8 K filed with the Securities and Exchange Commission; (vi) prompt notice of any material amendments of or other changes to the capitalization table of Borrower (other than Parent) and to the Operating Documents of Borrower or any of its Subsidiaries, together with any copies reflecting such amendments or changes with respect thereto; ; (iiivii) as soon as available, but no later than thirty (9030) days after the last day of each month, copies of the month end account statements for each Collateral Account maintained by Borrower or its Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); (viii) prompt (x) delivery of (and in any event within five (5) days after the same are sent or received) copies of all material correspondence, reports, documents and other filings with any Governmental Authority that could reasonably be expected to have a material adverse effect on any of the Governmental Approvals material to Borrower’s business or otherwise could reasonably be expected to have a Material Adverse Change; and (ivy) access to (and in any event within five (5) days after the same are sent or received) material correspondence, reports, documents and any other material written materials to or from the FDA related to Senhance; provided that, the FDA’s initial requests for additional information shall be deemed to be “material” for purposes of this subclause; (ix) prompt notice of any event that (A) could reasonably be expected to materially and adversely affect the Borrower’s Intellectual Property and (B) could reasonably be expected to result in a Material Adverse Change; ; (vx) written notice at least (10) days’ prior to Borrower’s creation of a new New Subsidiary in accordance with the terms of Section 6.10; ; (vixi) written notice at least (9030) days’ prior to Borrower’s (A) adding any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Two Hundred Fifty Thousand Dollars ($250,000.00) in assets or property of Borrower or any of its Subsidiaries), (B) changing its jurisdiction of organization, (BC) changing its organizational structure or type, (CD) changing its legal name, (DE) changing any organizational number (if any) assigned by its jurisdiction of organization, or (EF) registering or filing any Intellectual Property; ; (viixii) upon Borrower becoming aware of the existence of any Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, prompt (and in any event within three (3) Business Days) written notice of such occurrence, which such notice shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default; ; (viiixiii) immediate notice if Borrower or such Subsidiary has Knowledge that Borrower, or any Subsidiary or Affiliate of Borrower, is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering; (xiv) notice of any commercial tort claim of Borrower or any Guarantor and of the general details thereof; (xv) if Borrower or any of its Subsidiaries is not now a Registered Organization but later becomes one, written notice of such occurrence and information regarding such Person’s organizational identification number within seven (7) Business Days of receiving such organizational identification number; and (ixxvi) other information as reasonably requested by Collateral Agent or any Lender. Notwithstanding the foregoing, documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the Securities and Exchange Commission) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Parent posts such documents, or provides a link thereto, on Parent’s website on the internet at Borrower’s website address. (xb) Concurrently with the delivery of the financial statements specified in Section 6.2(a)(i) above but no later than thirty (30) days after the last day of each month, deliver to Collateral Agent and each Lender: (i) a duly completed Compliance Certificate signed by a Responsible Officer of Parent; (ii) [reserved;] (iii) copies of any material Governmental Approvals obtained by Borrower or any of its Subsidiaries; (iv) written notice of the commencement of, and any material development in, the proceedings contemplated by Section 5.8 hereof; (v) written notice of any litigation or governmental proceedings pending or threatened (in writing) against Borrower or any of its Subsidiaries, which could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of more than Five One Hundred Thousand Dollars ($500,000.00100,000.00); and and (xivi) written notice of all returns, recoveries, disputes and claims regarding Inventory that involve more than Five One Hundred Thousand Dollars ($500,000.00100,000.00) individually or in the aggregate in any calendar year. (bc) Keep proper, complete and true books of record and account in accordance with GAAP and in all material respects. Borrower shall, and shall cause each of its Subsidiaries to, allow, at the sole cost of Borrower, Collateral Agent or any Lender, during regular business hours upon reasonable prior notice (provided that no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations and the Collateral. Such audits shall be conducted no more often than twice every year unless (and more frequently if) an Event of Default has occurred and is continuing. Notwithstanding the foregoing, upon request of any LxxxxxLender, Bxxxxxxx Borrower agrees to permit such Lxxxxx Lender to communicate with BxxxxxxxBorrower’s accounting firm, in the presence of a Responsible Officer of the Borrower or the Parent, with respect to the consolidated financial statements delivered pursuant to this Section 6.2.

Financial Statements, Reports, Certificates; Notices. (a) Deliver Parent shall deliver the following to Collateral Agent and each Lender: : (i) (A) as soon as available, but no later than thirty in any event within forty-five (9045) days after the last day end of each monthfiscal quarter, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrowers’ consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Agent and certified by a Responsible Officer, and (B) upon Agent’s request, as soon as available, but in any event within thirty (30) days after the end of each fiscal quarter, a company prepared consolidating balance sheet, income statement statement, and cash flow statement covering the consolidated Borrowers’ consolidating operations of Parent during such period, in a form acceptable to Agent and its Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral Agent; Officer; (ii) prompt notice of any material amendments of or other changes to the capitalization table of Borrower (other than Parent) and to the Operating Documents of Borrower or any of its Subsidiaries, together with any copies reflecting such amendments or changes with respect thereto; (iii) as soon as available, but no later than thirty in any event within two hundred ten (90210) days after the last day end of each monthBorrowers’ fiscal year, copies beginning with Borrowers’ 2021 fiscal year, audited consolidated financial statements of the month end account Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion on such financial statements for each Collateral Account maintained by Borrower or its Subsidiaries, which statements may be provided of an independent certified public accounting firm reasonably acceptable to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); Agent; (iviii) prompt notice of any event that (A) could reasonably be expected copies of all statements, reports and notices sent or made available generally by any Borrower to materially and adversely affect its security holders or to any holders of Subordinated Debt; provided that such distribution is permitted by any subordination or intercreditor agreement in place with the Borrower’s Intellectual Property holders of Subordinated Debt and (B) could reasonably be expected to result in a Material Adverse Change; (v) written notice at least (if applicable, all reports on Forms 10) days’ prior to Borrower’s creation of a new Subsidiary in accordance -K and 10-Q filed with the terms Securities and Exchange Commission; (iv) promptly upon receipt of Section 6.10; (vi) written notice at least (90) days’ prior to Borrower’s (A) changing its jurisdiction of organizationthereof, (B) changing its organizational structure or type, (C) changing its legal name, (D) changing any organizational number (if any) assigned by its jurisdiction of organization, or (E) registering or filing any Intellectual Property; (vii) upon Borrower becoming aware of the existence a report of any Event of Default legal actions pending or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, prompt (and in any event within three (3) Business Days) written notice of such occurrence, which such notice shall include threatened against a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default; (viii) notice of any commercial tort claim of Borrower or any Guarantor and of the general details thereof; (ix) other information as reasonably requested by Collateral Agent or any Lender. (x) written notice of any litigation or governmental proceedings pending or threatened (in writing) against Borrower or any of its Subsidiaries, Subsidiary which could reasonably be expected to result in damages or costs to such Borrower or any Subsidiary of its Subsidiaries $250,000 or more; (v) as soon as available, but in any event within the earlier of more than Five Hundred Thousand Dollars ($500,000.00x) thirty (30) days after approval or review, as applicable, by each Borrower’s board of directors, or (y) sixty (60) days after the end of each fiscal year of each Borrower (beginning with the fiscal year ending December 31, 2022); , (A) annual operating budgets (including income statements approved by each Borrower’s board of directors and balance sheets and cash flow statements reviewed by each Borrower’s board of directors, in each case, by month) for the upcoming fiscal year of each Borrower, and (xiB) written notice annual financial projections for the following fiscal year (including income statements approved by each Borrower’s board of all returnsdirectors and balance sheets and cash flow statements reviewed by each Borrower’s board of directors) as approved by Agent in its sole but reasonable discretion, recoveries, disputes and claims regarding Inventory that involve more than Five Hundred Thousand Dollars ($500,000.00) individually or together with any related business forecasts used in the aggregate preparation of such annual financial projections; provided, that if Borrower has not delivered such annual operating budgets and financial projections within thirty (30) days after the end of each fiscal year of each Borrower, Agent may request and Borrower shall deliver draft annual operating budgets and financial projections upon three (3) Business Days’ notice; (vi) as soon as available, but in any calendar yearevent within thirty (30) days after the end of each of the first two months of each fiscal quarter and forty-five (45) days after the end of the third month of each fiscal quarter, a report in form and substance reasonable acceptable to Agent in respect of cash maintained by Borrowers in depository and operating accounts outside Agent with satisfactory control agreements as of the end of such month; and (vii) such budgets, sales projections, operating plans or other financial information as Agent may reasonably request from time to time. (b) Keep properParent shall deliver to Agent (i) with the quarterly financial statements to be delivered pursuant to Section 6.3(a)(i)(A) and the monthly report to be delivered pursuant to Section 6.3(a)(vi), complete and true books as applicable, a compliance certificate signed by a Responsible Officer in substantially the form of record and account in accordance with GAAP and in all material respects. Borrower shallExhibit C hereto, and (ii) upon Agent’s request, aged listings of accounts receivable and accounts payable by invoice date, and an inventory turnover workbook. (c) Parent shall cause promptly notify Agent and each Lender of its Subsidiaries tothe following: (i) the occurrence of any Event of Default; (ii) the filing or commencement of any action, allowsuit, at the sole cost of Borrower, Collateral Agent investigation or proceeding by or before any arbitrator or governmental authority against or affecting any Borrower or any LenderAffiliate thereof, during regular business hours upon reasonable prior including pursuant to any applicable environmental laws, that could reasonably be expected to be adversely determined, and, if so determined, could reasonably be expected to result in any material liability; (iii) the occurrence of any Reportable Event or Prohibited Transaction, as defined in ERISA; (iv) notice of any action arising under any environmental law or of any noncompliance by any Borrower or any Subsidiary with any environmental law or any permit, approval, license or other authorization required thereunder that, if adversely determined, could reasonably be expected to result in any material liability; (v) any material change in accounting or financial reporting practices by any Borrower or any Subsidiary; (vi) any matter or development that has had or could reasonably be expected to have a Material Adverse Effect; and (vii) any change in the information provided in the Beneficial Ownership Certification that no would result in a change to the list of beneficial owners identified in parts (c) or (d) of such certification. Each notice delivered under this Section 6.3(c) shall be required when accompanied by a statement of a Responsible Officer of Borrowers setting forth the details of the occurrence requiring such notice and stating what action Borrowers have taken and proposes to take with respect thereto. (d) Agent shall have a right from time to time hereafter to conduct a collateral field examination of the Eligible Equipment and appraise Equipment included in the Collateral at Borrowers’ expense, provided, that such field examinations and appraisals will be conducted no more often than once every twelve (12) months unless an Event of Default has occurred and is continuing), . (e) Financial and other reports required to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations and the Collateral. Such audits shall be conducted no more often than twice every year unless (and more frequently if) an Event of Default has occurred and is continuing. Notwithstanding the foregoing, upon request of any Lxxxxx, Bxxxxxxx agrees to permit such Lxxxxx to communicate with Bxxxxxxx’s accounting firm, in the presence of a Responsible Officer of the Borrower or the Parent, with respect to the consolidated financial statements delivered pursuant to this Section 6.26.3 shall be deemed to have been delivered on the date on which such report is posted on Parent’s website, or to the extent any such reports are included in materials otherwise filed or furnished with the Securities and Exchange Commission and such posting or filing or furnishment shall be deemed to satisfy the requirements of this Section 6.3 to deliver such financial reporting.

Financial Statements, Reports, Certificates; Notices. (a) Deliver to Collateral Agent and each Lender: : (i) as soon as available, but no later than thirty (9030) days after the last day of each month, a company prepared consolidated and and, if prepared by Borrower or if reasonably requested by the Lenders, consolidating balance sheet, income statement and cash flow statement covering the consolidated operations of Parent Borrower and its consolidated Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to the Collateral Agent; ; (ii) prompt notice as soon as available, but no later than forty-five (45) days after the last day of any material amendments each of Borrower’s fiscal quarters, a company prepared consolidated and, if prepared by Borrower or other changes if reasonably requested by the Lenders, consolidating balance sheet, income statement and cash flow statement covering the consolidated operations of Borrower and its consolidated Subsidiaries for such fiscal quarter certified by a Responsible Officer and in a form reasonably acceptable to the capitalization table of Borrower (other than Parent) and to the Operating Documents of Borrower or any of its Subsidiaries, together with any copies reflecting such amendments or changes with respect thereto; Collateral Agent; (iii) as soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year or within five (5) days of filing of the same with the SEC, audited consolidated financial statements covering the consolidated operations of Parent and its consolidated Subsidiaries for such fiscal year, prepared in accordance with GAAP, accompanied by a report and opinion of an independent certified public accountant of nationally recognized standing that such consolidated financial statements present fairly in all material respects the financial condition, results of operations and cash flows of the Parent and its Subsidiaries on a consolidated basis in accordance with GAAP, which report and opinion shall be prepared in accordance with Public Company Accounting Oversight Board standards and shall not be subject to (i) any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (except for (a) any exception, qualification or explanatory paragraph with respect to or resulting from an upcoming maturity date under this Agreement occurring within one year from the time such opinion is delivered and (b) qualifications solely relating to changes in accounting principles or practices reflecting changes in GAAP and required or approved by the Parent’s independent certified public accountants) or (ii) from the fiscal year ending December 31, 2019 until all Obligations (other than inchoate indemnity obligations) have been satisfied in full, any qualification identifying a material weakness in internal controls over financial reporting; (iv) as soon as available after approval thereof by Borrower’s board of directors, but no later than the earlier of (x) ten (10) days’ after such approval and (y) January 1 of such year, Borrower’s annual financial projections for the entire current fiscal year as approved by Borrower’s board of directors; provided that, any revisions to such projections approved by Borrower’s board of directors shall be delivered to Collateral Agent and the Lenders no later than ten (10) Business Days after such approval; (v) within five (5) days of delivery, copies of all non-ministerial statements, reports and notices made available to any Loan Party’s security holders or holders of Subordinated Debt (other than materials provided to members of the such Loan Party’s board of directors solely in their capacities as security holder or holders of Subordinated Debt); (vi) promptly upon receipt thereof, copies of any audit or other report delivered to the board of directors of Parent (or the audit committee of such board) by an independent certified public accounting firm in connection with such firm’s audit of the consolidated financial statements or other engagement regarding internal controls if such report identifies material weaknesses in internal controls over financial reporting; (vii) [reserved]; (viii) as soon as available, but no later than thirty (9030) days after the last day of each month, copies of the month end month‑end account statements for each Collateral Account maintained by Borrower the Loan Parties or its their Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower such Loan Party or directly from the applicable institution(s); ; (ivix) prompt delivery of (and in any event within five (5) days after the same are sent or received) copies of all material correspondence, reports, documents and other filings with any Governmental Authority that could reasonably be expected to have a material adverse effect on any of the Governmental Approvals material to any Loan Party’s business or that otherwise could reasonably be expected to have a Material Adverse Change; (x) prompt notice of any event that (A) could reasonably be expected to materially and adversely affect have a material adverse effect on the Borrower’s value of the Intellectual Property and or (B) could reasonably be expected to result in a Material Adverse Change; ; (vxi) written notice at least delivered no later than (10) days’ prior to Borrowerdays after any Loan Party’s creation of a new New Subsidiary in accordance with the terms of Section 6.10; ; (vixii) written notice delivered at least twenty (9020) days’ prior to Borrowerany Loan Party’s (A) adding any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Five Hundred Thousand Dollars ($500,000.00) in assets or property of such Loan Party or any of its Subsidiaries), (B) changing its respective jurisdiction of organization, (BC) changing its organizational structure or type, (CD) changing its respective legal name, or (DE) changing any organizational number number(s) (if any) assigned by its respective jurisdiction of organization, or ; (E) registering or filing any Intellectual Property; (viixiii) upon Borrower any Loan Party becoming aware of the existence and continuance of any Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, prompt (and in any event within three five (35) Business Days) written notice of such occurrence, which such notice shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default; , and such Loan Party’s proposal regarding how to cure such Event of Default or event; (viiixiv) immediate notice if any Loan Party or such Subsidiary has Knowledge that any Loan Party, or any Subsidiary or Affiliate of such Loan Party, is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering; (xv) notice of any commercial tort claim (as defined in the Code) or letter of Borrower or credit rights (as defined in the Code) held by any Guarantor Loan Party, in each case in an amount greater than One Hundred Thousand Dollars ($100,000.00) and of the general details thereof; (xvi) prompt notice of the execution of any Material Agreement or any material amendment to, modification of, termination of or waiver under any Material Agreement; and (ixxvii) other information as reasonably requested by Collateral Agent or any Lender. Notwithstanding the foregoing, financial statements required to be delivered pursuant to clauses (ii), (iii) and (v) above may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which any Loan Party posts such documents, or provides a link thereto, on such Loan Party’s website on the internet at such Loan Party’s website address. (xb) Concurrently with the delivery of the financial statements specified in Section 6.2(a)(i) above but no later than thirty (30) days after the last day of each fiscal month, deliver to each Lender: (i) a duly completed Compliance Certificate signed by a Responsible Officer; (ii) an updated Perfection Certificate to reflect any amendments, modifications and updates, if any, to certain information in the Perfection Certificate after the Effective Date to the extent such amendments, modifications and updates are permitted by one or more specific provisions in this agreement; (iii) copies of any material Governmental Approvals obtained by any Loan Party or any of its Subsidiaries; (iv) written notice of the commencement of, and any material development in, the proceedings contemplated by Section 5.8 hereof; (v) prompt written notice of any litigation or governmental proceedings pending or threatened (in writing) against Borrower any Loan Party or any of its Subsidiaries, which could reasonably be expected to result in damages or costs to Borrower any Loan Party or any of its Subsidiaries of more than Five Hundred Thousand Dollars ($500,000.00); and and (xivi) written notice of all returns, recoveries, disputes and claims regarding Inventory that involve more than Five Hundred Thousand Dollars ($500,000.00) individually or in the aggregate in any calendar year. (bc) Keep proper, complete and true books of record and account in accordance with GAAP and in all material respects. Borrower Each Loan Party shall, and shall cause each of its Subsidiaries to, allow, at the sole cost of Borrowersuch Loan Party, Collateral Agent or any Lender, during regular business hours upon reasonable prior notice (provided that no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations and the Collateral. Such audits shall be conducted no more often than twice every year unless (and more frequently if) an Event of Default has occurred and is continuing. Notwithstanding the foregoing, upon request of any Lxxxxx, Bxxxxxxx agrees to permit such Lxxxxx to communicate with Bxxxxxxx’s accounting firm, in the presence of a Responsible Officer of the Borrower or the Parent, with respect to the consolidated financial statements delivered pursuant to this Section 6.2.

Financial Statements, Reports, Certificates; Notices. (a) Deliver Borrower will deliver to Collateral Agent and each Lender: of the following: (i) as soon as available, but no later than thirty (90) in any event within 120 days after the last day end of each monthFiscal Year of Borrower, Consolidated financial statements of Borrower and its Subsidiaries for each such Fiscal Year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (including any “going concern” or like qualification or exception, or any qualification or exception as to the scope of such audit), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a company prepared consolidated and consolidating balance sheet, income statement, statement of cash flow, and cash flow statement covering the consolidated operations of Parent and its Subsidiaries for shareholder’s equity, and, if prepared, such month certified by a Responsible Officer and in a form reasonably acceptable accountants’ letter to Collateral Agent; management); (ii) prompt notice as soon as available, but in any event within 45 days after the end of any material amendments each of or other changes the first three Fiscal Quarters of each Fiscal Year of Borrower, an unaudited Consolidated balance sheet, income statement, statement of cash flow, and statement of shareholder’s equity covering Borrower’s and its Subsidiaries’ operations during such period and compared to the capitalization table of Borrower (other than Parent) prior period and to the Operating Documents of Borrower or any of its Subsidiariesplan, together with any copies reflecting such amendments or changes with respect thereto; a corresponding discussion and analysis of results from management; (iii) as soon as available, but no later than thirty (90) in any event within 45 days after the last day end of each monthFiscal Year, copies a business plan and operating and capital budget of Borrower and its Subsidiaries for the ensuing 4 Fiscal Quarters, such plan to be prepared in accordance with GAAP and to include, on a quarterly basis, the following: a quarterly operating and capital budget; a projected income statement; statements of cash flows and balance sheet; and a report containing management’s discussion and analysis of such budget with a reasonable disclosure of the month end account statements key assumptions and drivers with respect to such budget, accompanied by a certificate from a Responsible Officer of Borrower to the effect that such budget contains good faith estimates (utilizing assumptions believed to be reasonable at the time of delivery of such budget) of the financial condition and operations of Borrower and its Subsidiaries for each Collateral Account maintained by Borrower or its Subsidiaries, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); such period; (iv) prompt notice of any event that (A) could concurrently with the delivery of the financial statements referred to in Section 5.1(a)(i) and (ii), a duly completed Compliance Certificate to the effect that no Default or Event of Default exists or, if any Default or Event of Default does exist, specifying the nature and extent thereof, which certificate shall set forth (x) reasonably be expected to materially detailed calculations for each Immaterial Domestic Subsidiary evidencing compliance with the definition of “Immaterial Domestic Subsidiary”, (y) reasonably detailed calculations of the Available Amount including a specific summary of any applicable utilizations of the Available Amount during such quarterly period or Fiscal Year, as applicable, and adversely affect (z) reasonably detailed calculations demonstrating compliance with the Borrower’s Intellectual Property financial covenants set forth in Section 7, and (B) concurrently with the delivery of the financial statements referred to in Section 5.1(a)(i), a supplement to the Perfection Certificate; (v) if and when filed by Borrower, (A) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (B) any other filings made by Borrower with the SEC, and (C) any other information that is provided by Borrower to its shareholders generally; (vi) promptly, but in any event within 5 days after Borrower has knowledge of any event or condition that constitutes a Default or Event of Default, notice of such event or condition and a statement of the curative action that Borrower proposes to take with respect thereto; (vii) promptly after the commencement thereof, but in any event within 5 days after the service of process with respect thereto on Borrower or any of its Subsidiaries, notice of all actions, suits, or proceedings brought by or against Borrower or any of its Subsidiaries before any Governmental Authority which reasonably could reasonably be expected to result in a Material Adverse Change; Effect; (vviii) written promptly, but in any event within 5 days after Borrower has knowledge thereof, notice at least of any default by Borrower under any Material Contract, together with a description of the nature of such default; (10ix) days’ prior to Borrower’s creation of a new Subsidiary promptly, but in accordance with any event within 5 days after receipt thereof (or the terms of Section 6.10; (vi) written notice at least (90) days’ prior to Borrower’s date Borrower has knowledge thereof, as applicable), (A) changing its jurisdiction any unfavorable determination letter from the IRS regarding the qualification of organizationan Employee Benefit Plan under Section 401(a) of the IRC (along with a copy thereof), (B) changing its organizational structure all notices received by any Loan Party or typeany ERISA Affiliate of the PBGC’s intent to terminate any Pension Plan or to have a trustee appointed to administer any Pension Plan, (C) changing its legal name, all notices received by any Loan Party or any ERISA Affiliate from a Multiemployer Plan sponsor concerning the imposition or amount of withdrawal liability pursuant to Section 4202 of ERISA and (D) changing Borrower obtaining knowledge or reason to know that any organizational number (if any) assigned by its jurisdiction of organization, Loan Party or (E) registering any ERISA Affiliate has filed or filing any Intellectual Property; (vii) upon Borrower becoming aware of the existence of any Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, prompt (and in any event within three (3) Business Days) written intends to file a notice of such occurrence, which such notice shall include intent to terminate any Pension Plan under a reasonably detailed description distress termination within the meaning of such Event Section 4041(c) of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of DefaultERISA; (viii) notice of any commercial tort claim of Borrower or any Guarantor and of the general details thereof; (ix) other information as reasonably requested by Collateral Agent or any Lender.and (x) written notice upon the request of Agent (or any litigation or governmental proceedings pending or threatened (in writing) against Lender through Agent), any other information reasonably requested relating to the financial condition of Borrower or any of its Subsidiaries, which could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of more than Five Hundred Thousand Dollars ($500,000.00); and (xi) written notice of all returns, recoveries, disputes and claims regarding Inventory that involve more than Five Hundred Thousand Dollars ($500,000.00) individually or in the aggregate in any calendar year. (b) Keep properBorrower further (i) agrees that no Subsidiary of a Loan Party will have a Fiscal Year different from that of Borrower, complete and true books (ii) agrees to maintain a system of record and account accounting that enables Borrower to produce financial statements in accordance with GAAP and in all material respects. Borrower shallGAAP, and shall (iii) agrees that it will, and will cause each of its Subsidiaries other Loan Party to, allow(A) keep a reporting system that shows all additions, at sales, claims, returns, and allowances with respect to its and its Subsidiaries’ sales, and (B) maintain its billing systems and practices substantially as in effect as of the sole cost Closing Date and shall only make material modifications thereto with notice to, and with the consent of, Agent. (i) Borrower shall deliver paper copies of Borrower, Collateral such documents to Agent or any LenderLender that requests Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by Agent or such Lender and (ii) Borrower shall notify Agent and each Lender (by facsimile or electronic mail) of the posting of any such documents or the creation of any such link and provide to Agent by electronic mail electronic versions of such documents. Notwithstanding anything contained herein, during regular business hours upon reasonable prior notice (provided that no notice in every instance Borrower shall be required when an Event to provide paper copies of Default has occurred and is continuing)the Compliance Certificates required by Section 5.1(a)(iv) to Agent. Except for such Compliance Certificates, Agent shall have no obligation to visit and inspect any request the delivery or to maintain copies of its properties, the documents referred to examine and make abstracts or copies from any of its books and recordsabove, and in any event shall have no responsibility to conduct a collateral audit monitor compliance by Borrower with any such request for delivery, and analysis of its operations and the Collateral. Such audits each Lender shall be conducted no more often than twice every year unless (and more frequently if) an Event solely responsible for requesting delivery to it or maintaining its copies of Default has occurred and is continuing. Notwithstanding the foregoing, upon request of any Lxxxxx, Bxxxxxxx agrees to permit such Lxxxxx to communicate with Bxxxxxxx’s accounting firm, in the presence of a Responsible Officer of the Borrower or the Parent, with respect to the consolidated financial statements delivered pursuant to this Section 6.2documents.

Financial Statements, Reports, Certificates; Notices. (a) Deliver to Collateral Agent and each Lender: (i) : A. as soon as available, but no later than (x) thirty (9030) days after the last day of each month, a company prepared consolidated balance sheet and income statement and, if prepared by Borrower or if reasonably requested by the Lender, consolidating balance sheet, sheet and income statement (consolidating such information for operations on a regional basis, e.g., for operations in Asia, North America and cash flow statement covering Europe, respectively) of the consolidated operations of Parent Borrower and its consolidated Subsidiaries for such month certified by a Responsible Officer and in a form reasonably acceptable to Collateral AgentLender and (y) thirty (30) days after the last day of each fiscal quarter, an unaudited company prepared consolidated cash flow statement and, if prepared by Borrower or if reasonably requested by the Lender, an unaudited company prepared consolidating cash flow statement (consolidating such information for operations on a regional basis, e.g., for operations in Asia, North America and Europe, respectively) of the consolidated operations of Borrower and its consolidated Subsidiaries for such quarter certified by a Responsible Officer and in a form reasonably acceptable to Lender; B. as soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year or within five (5) days of filing of the same with the SEC, audited consolidated financial statements covering the consolidated operations of Borrower and its consolidated Subsidiaries for such fiscal year, prepared under GAAP, consistently applied, together with an Unqualified Opinion on the financial statements; provided, that the foregoing requirement regarding the delivery of an Unqualified Opinion to the audited consolidated financial statements of the Borrower and its Subsidiaries, may, for the fiscal year ending December 31, 2017, be qualified, but only for going concern related solely to Borrower’s liquidity position; C. as soon as available after approval thereof by Borrower’s board of directors, but no later than the earlier of (iix) ten (10) days after such approval and (y) February 28 of such year, Borrower’s annual financial projections for the entire current fiscal year as approved by Borrower’s board of directors; provided that, any revisions to such projections approved by Borrower’s board of directors shall be delivered to Lender no later than seven (7) days after such approval); D. within five (5) days of delivery, copies of all non-ministerial statements, reports and notices made available to Borrower’s security holders or holders of Subordinated Debt (other than materials provided to members of the Borrower’s board of directors solely in their capacities as security holder or holders of Subordinated Debt and other than materials subject to confidentiality arrangements which preclude the Borrower to so deliver any such materials); E. in the event that Borrower becomes subject to the reporting requirements under the Securities Exchange Act of 1934, as amended, within five (5) days of filing, all reports on Form 10 K, 10 Q and 8 K filed with the Securities and Exchange Commission; F. prompt notice (and in any event within five (5) Business Days) of any material amendments of or other changes (x) to the capitalization table of Borrower (A) upon any change in ownership of 2.00% or more in any series of stock or other than Parentequity interest set forth thereon and (B) involving any options and (y) to the respective Operating Documents of Borrower or any of its Subsidiaries, in each case together with any copies reflecting such amendments or changes with respect thereto; (iii) ; G. as soon as available, but no later than thirty (9030) days after the last day of each month, copies of the month end account statements for each Collateral Account maintained by Borrower or its Subsidiariesany Guarantor, which statements may be provided to Collateral Agent and each Lender by Borrower or directly from the applicable institution(s); ; H. prompt delivery of (ivand in any event within five (5) days after the same are sent or received) copies of all material correspondence, reports, documents and other filings with any Governmental Authority that could reasonably be expected to have a material adverse effect on any of the Governmental Approvals material to Borrower’s business or that otherwise could reasonably be expected to have a Material Adverse Change; I. prompt notice (and in any event, with respect to clause (A), within five (5) Business Days) of any event that (A) could reasonably be expected to materially and adversely affect the Borrower’s value of the Intellectual Property and or (B) could reasonably be expected to result in a Material Adverse Change; (v) ; J. written notice delivered at least (10) days’ (or such shorter period agreed to by Lender) prior to Borrower’s creation of a new New Subsidiary in accordance with the terms of Section 6.10; (vi) ); K. written notice delivered at least (9030) days’ (or such shorter period agreed to by Lender) prior to Borrower’s or any Guarantor’s (A) adding any new offices or business locations, including warehouses (unless such new offices or business locations contain less than Three Hundred Fifty Thousand Dollars ($350,000.00) in assets or property of Borrower or any of its Subsidiaries), (B) changing its respective jurisdiction of organization, (BC) changing its organizational structure or type, (CD) changing its respective legal name, or (DE) changing any organizational number number(s) (if any) assigned by its respective jurisdiction of organization, or (E) registering or filing any Intellectual Property; (vii) ; L. upon Borrower becoming aware of the existence of any Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, prompt (and in any event within three (3) Business Days) written notice of such occurrence, which such notice shall include a reasonably detailed description of such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default; , and Borrower’s proposal regarding how to cure such Event of Default or event; M. prompt (viiiand in any event within three (3) Business Days) notice if Borrower or such Subsidiary has Knowledge that Borrower, or any Subsidiary or Affiliate of Borrower, is listed on the OFAC Lists or (a) is convicted on, (b) pleads nolo contendere to, (c) is indicted on, or (d) is arraigned and held over on charges involving money laundering or predicate crimes to money laundering; N. notice of any commercial tort claim (as defined in the Code) or letter of credit rights (as defined in the Code) held by Borrower or any Guarantor Guarantor, in each case in an amount greater than Fifty Thousand Dollars ($50,000.00) and of the general details thereof; O. if Borrower or any of its Subsidiaries is not now a Registered Organization but later becomes one, written notice of such occurrence and information regarding such Person’s organizational identification number within seven (7) Business Days of receiving such organizational identification number; P. prompt (and in any event within three (3) Business Days) delivery of copies of any Material Agreement or any amendment to, modification of, termination of or waiver under any Material Agreement; Q. a borrowing base certificate, in form and substance satisfactory to Lender, setting forth Eligible Receivables and Receivable Amounts thereof as of the last day of the preceding calendar month (i) if RML is equal to or greater than five (5), no later than thirty (30) days after the last day of each month, and (ii) if RML is less than five (5), no later than fifteen (15) and thirty (30) days after the last day of each month and with each advance request; R. a reasonably detailed aging of Borrower’s Receivables by invoice or a summary aging by Account Debtor, together with accounts receivable, accounts payable and accounts aging reports, cash receipts report, sales or xxxxxxxx journal, and such other matters as Lender may reasonably request, (i) if RML is equal to or greater than five (5), no later than five (5) days after the last day of each month, and (ii) if RML is less than five (5), no later than five (5) days after fifteenth (15th) day of each month and no later than five (5) days after the last day of each month and with each advance request; (ix) and S. other information as reasonably requested by Collateral Agent or any Lender. b) Concurrently with the delivery of the financial statements specified in Section 6.2(a)(A) above but no later than thirty (x30) days after the last day of each month, deliver to Lender: A. a duly completed Compliance Certificate signed by a Responsible Officer; B. copies of any material Governmental Approvals obtained by Borrower or any of its Subsidiaries; C. written notice of the commencement of, and any material development in, the proceedings contemplated by Section 5.8 hereof; D. written notice of any litigation or governmental proceedings pending or threatened (in writing) against Borrower or any of its Subsidiaries, which could reasonably be expected to result in damages or costs to Borrower or any of its Subsidiaries of more than Five Two Hundred Fifty Thousand Dollars ($500,000.00250,000.00); and (xi) and E. written notice of all returns, recoveries, disputes and claims regarding Inventory that involve more than Five Two Hundred Thousand Dollars ($500,000.00200,000.00) individually or in the aggregate in any calendar year. c) Concurrently with the delivery of the financial statements specified in Section 6.2(a)(A) above for March, June, September and December but no later than thirty (b30) days after the last day of each such month, deliver to the Lender an updated Perfection Certificate to reflect any amendments, modifications and updates, if any, to in the information set forth in the Perfection Certificate after the Effective Date. d) Keep proper, complete and true books of record and account in accordance with GAAP and in all material respects. Borrower shall, and shall cause each of its Subsidiaries to, allow, at the sole cost of Borrower, Collateral Agent or any Lender, during regular business hours upon reasonable prior notice (provided that no notice shall be required when an Event of Default has occurred and is continuing), to visit and inspect any of its properties, to examine and make abstracts or copies from any of its books and records, and to conduct a collateral audit and analysis of its operations and the Collateral. Such audits shall be conducted no more often than twice every year unless (and more frequently if) an Event of Default has occurred and is continuing. Notwithstanding the foregoing, upon request of any Lxxxxx, Bxxxxxxx agrees to permit such Lxxxxx to communicate with Bxxxxxxx’s accounting firm, in the presence of a Responsible Officer of the Borrower or the Parent, with respect to the consolidated financial statements delivered pursuant to this Section 6.2.