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

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Lenders: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to Lenders: Agent, with copies to each Lender (a) (i) as soon as available, but in any event within thirty (30) 45 days after the end of each calendar monthmonth during each of Borrower's fiscal years, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement in each case, on a consolidated basis, covering Borrower’s consolidated 's operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 45 days after the end of each quarter during Borrower’s 's fiscal year (beginning with the 2010 fiscal year)years, audited a company prepared balance sheet, income statement, and statement of cash flows, in each case on a consolidated financial statements of Borrower prepared in accordance with GAAPbasis, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on covering Borrower's operations during such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lendersperiod; and (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) within 90 days after the end of each of Borrower’s 's fiscal years, financial statements of Borrower on a consolidated basis for each such fiscal year, an annual operating budget approved audited by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form independent certified public accountants reasonably acceptable to LendersAgent and certified, listing without any applications or registrations qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Agent stating that Borrower has made or filed in respect such accountants do not have knowledge of the existence of any PatentsDefault or Event of Default. Such audited financial statements shall include a balance sheet, Copyrights profit and loss statement, and statement of Trademarks and the status of any outstanding applications or registrationscash flow and, as well as any material change in Borrower’s intellectual property and (ii) promptly after filingif prepared, written notice of the filing of any applications or registrations such accountants' letter to management. Together with the United States Patent above, Borrower also shall deliver to Agent, with copies to each Lender, Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Trademark Office Form 8-K Current Reports, and any other filings made by Borrower with the United States Copyright Office, including the date of such filing Securities and the registration or application numbersExchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by the Lender Group relating to the financial condition of Borrower. Within twenty (20) days after Each month, together with the last day of each monthfinancial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Lenders Agent, with copies to each Lender a Borrowing Base Certificate certificate signed by a Responsible Officer in substantially its chief financial officer to the form of Exhibit C hereto, together with effect that: (i) aged listings with respect to financial statements, all financial statements delivered or caused to be delivered to any one or more members of accounts receivable the Lender Group hereunder have been prepared in accordance with GAAP (except, in the case of unaudited financial statements, for the lack of footnotes and accounts payablebeing subject to year-end audit adjustments, and in the case of monthly statements for months other than the last month of a fiscal quarter of Borrower, quarter-end adjustments, and provided, further, that, with respect to such monthly statements, such certificate may be qualified by the representation that such financial statements may not be fully in compliance with GAAP but are in the same form as is provided internally by Borrower to the senior management of Borrower) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) Borrower is not in default with respect to any of its obligations to any Material Carrier under any Carrier Agreement, or, if Borrower is in such default, specifying the details 51 of each such default, (iv) for each month that also is the date on which a financial covenant in Section 7.20 or 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20 or 7.21, and (v) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii) perpetual inventory reports for ), (iii), or (iv), to the Inventory valued on a firstextent of any non-incompliance, firstdescribing such non-out basis at the lower of cost compliance as to which he or market (in accordance she may have knowledge and what action Borrower has taken, is taking, or proposes to take with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmentrespect thereto). Borrower shall issue, upon the request of Agent, written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent such financial information concerning Borrower that Agent reasonably may request. Borrower hereby irrevocably authorizes all auditors, accountants, or other third parties to deliver to Lenders with the monthly Agent, upon Agent's request, at Borrower's expense, copies of Borrower's financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportstatements, papers related thereto.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty twenty five (3025) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty fifty (180150) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (other than a qualification for a going concern) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (div) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; (ev) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) no later than twenty five (25) days prior to the end of each fiscal year of Borrower, an annual business plan including a monthly operating budget; (vii) such other budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorstime; and (f) (iviii) within thirty (30) days of the last day of each yearfiscal quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) as soon as available, but in any event within thirty (i30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date and a recurring revenue report; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (bc) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (cd) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank; (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (df) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (eg) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated Borrowers’ operations during such period, prepared in accordance with GAAPincluding a net worth reconciliation and accounting for maintenance of minimum, consistently appliedstate mandated capital requirements (where required), and including copies of bank account statements for any Cash held outside of Bank, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 150 days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification which is either unqualified, qualified only for a going concern) concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by a Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (div) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 500,000 or more; (ev) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by a Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty time; (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (ivii) within thirty (30) 30 days of the last day of each yearfiscal quarter, a report signed by BorrowerParent, in form reasonably acceptable to LendersBank, listing any applications or registrations that a Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with this Agreement and (iiviii) promptly after filingas soon as available, written notice of the filing of but in any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day event no later than December 15th of each monthyear, a Board approved, fully-funded operating plan of Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-infollowing year, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver acceptable to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportBank.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to Agent, with copies to each Lender, each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to LendersAgent: (a) (i) as soon as available, but in any event within thirty 30 days (3045 days in the case of a month that is the end of one of Borrower’s fiscal quarters) days after the end of each calendar monthmonth during each of Borrower’s fiscal years (a) on a monthly basis, a company prepared an unaudited consolidated balance sheet, income statement, statement and statement of cash flow statement covering Borrower’s and its Subsidiaries’ operations during such period and compared to the prior period and plan, together with a corresponding discussion and analysis of results from management, and on a quarterly basis, an unaudited consolidated statement of shareholders’ equity covering Borrower’s and its Subsidiaries’ operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (iib) Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable. as soon as available, but in any event within thirty (30) 120 days after the end of each calendar quarterof Borrower’s fiscal years (c) 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 (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a company condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with the provisions of Section 6.16), by such accountants to have been prepared consolidating in accordance with GAAP (such audited financial statements to include a balance sheet, income statement, statement of cash flow, and cash flow statement covering Borrowerof shareholder’s consolidating operations during equity and, if prepared, such periodaccountants’ letter to management), prepared in accordance and (d) a Compliance Certificate along with GAAPthe underlying calculations, consistently appliedincluding the calculations to arrive at EBITDA to the extent applicable, in and (e) a form acceptable to Lenders and certified by a Responsible Officer; (b) detailed calculation of Excess Cash Flow. as soon as available, but in any event within one hundred eighty (180) 30 days after the end start of each of Borrower’s fiscal year years, (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lenders; (cf) copies of all statementsBorrower’s Projections, reports in form and notices sent or substance (including as to scope and underlying assumptions) satisfactory to Agent, in its Permitted Discretion, for the forthcoming 2 years, year by year, and for the forthcoming fiscal year, quarter by quarter, certified by the chief financial officer of Borrower as being such officer’s good faith estimate of the financial performance of Borrower during the period covered thereby. if and when filed by Borrower, (g) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports, (h) any other filings made available generally by Borrower with the SEC, and (i) any other information that is provided by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as availableshareholders generally. promptly, but in any event no later than thirty within 5 days (30j) notice of such event or condition and a statement of the curative action that after Borrower has knowledge of any event or condition that constitutes a Default or an Event of Default, the Borrower proposes to take with respect thereto. promptly after the commencement thereof, but in any event within 5 days after the end service of Borrower’s fiscal yearprocess with respect thereto on Borrower or any of its Subsidiaries, an annual operating budget approved by Borrower’s board of directors; and (fk) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of all actions, suits, or proceedings brought by or against Borrower or any of its Subsidiaries before any Governmental Authority which reasonably could be expected to result in a Material Adverse Change. upon the filing request of Agent, (l) any applications other information reasonably requested relating to the financial condition of Borrower or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anyits Subsidiaries. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.Schedule 5.2

Financial Statements, Reports, Certificates. Borrower shall deliver to Agent and the following to Lenders: (a) (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating, if applicable, balance sheet, income statement, and statement of cash flow statement flows covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent and the Required Lenders and certified by a Responsible OfficerOfficer pursuant to a Compliance Certificate; and (ii) as soon as available, but in any event within thirty (30) 90 days after the end of each calendar quarter, a company prepared consolidating consolidated and consolidating, if applicable, balance sheet, income statement, and statement of cash flow statement flows covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Agent and the Required Lenders and certified by a Responsible Officer; (biii) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited (or such other level as is required pursuant to the Investment Agreement) consolidated and consolidating, if applicable, financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification which is either unqualified, qualified only for a going concernconcern solely due to Borrower’s projected need for additional funding to continue operations or otherwise consented to in writing by Agent and the Required Lenders) on such financial statements of an independent certified public accounting firm reasonably acceptable to Agent and the Required Lenders; (civ) an annual budget approved by Borrower’s Board of Directors as soon as available but not later than the earlier of (A) 60 days after the end of each fiscal year during the term of this Agreement or (B) five days following approval by Borrower’s Board of Directors; (v) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (dvi) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 250,000 or more; (evii) such budgetspromptly upon receipt, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved each management letter prepared by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in independent certified public accounting firm regarding Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.management

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) within thirty (i30) days after the last day of each month, aged listings of accounts receivable and accounts payable, together with a month-by-month Recurring Revenue report, and B1C and B1B churn graphs, together with a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C-1 hereto, if such certificate is requested by Bank; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company Borrower prepared consolidated balance sheet, income statementincome, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified Bank along with a Compliance Certificate signed by a Responsible OfficerOfficer in substantially the form of Exhibit D-1 hereto; and (iic) as soon as available, but in any event within thirty two hundred ten (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180210) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (cd) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (de) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more, or any commercial tort claim acquired by Borrower; (ef) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty ten (3010) days after prior to the end beginning of Borrower’s next fiscal year, an annual operating budget projections (including income statements, balance sheets and cash flow statements presented in a monthly format) approved by Borrower’s board Board of directors; and (f) (i) within thirty (30) days of Directors for the last day of each upcoming fiscal year, a report signed by Borrower, in form and substance reasonably acceptable satisfactory to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payableBank, and (iig) perpetual inventory reports for the Inventory valued on a first-insuch budgets, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such sales projections, operating plans, other inventory reports information as are requested by Lenders in their good faith business judgment. Borrower shall deliver Bank may reasonably request from time to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) as soon as available, but in any event within thirty (i30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; and (iic) (i) as soon as available, but in any event within thirty (30) no later than 270 days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such periodfiscal year 2013, audited consolidated financial statements prepared in accordance with GAAP, consistently applied, in a form together with an unqualified opinion on such financial statements of PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Lenders Bank; and certified by a Responsible Officer; (bii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year)years 2014 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Required LendersBank; (cd) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (df) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000200,000) or more; and (eg) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating, as applicable, balance sheet, income statement, and statement of cash flow statement flows covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) starting with the fiscal year ending December 31, 2016, as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited (or such other level as is required by the Investment Agreement) consolidated and consolidating, as applicable, financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification which is either unqualified, qualified only for a going concern) concern related solely to Borrower’s liquidity position or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 45 days after the end of each fiscal year of Borrower during the term of this Agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and(excluding any materials provided to such security holders, if applicablestockholders, or holders of Subordinated Debt solely in their capacity as members of Borrower’s Board of Directors) and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (dv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 250,000 or more; (evi) periodic informal clinical updates on any material developments as Borrower may determine or upon request of Bank and (vii) such budgets, sales projections, operating plans or other financial information related to Borrower’s business generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) within twenty (i20) days after the last day of each month, aged listings of accounts receivable and accounts payable, together with a month-by-month recurring revenue report and a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto; (b) as soon as available, but in any event within thirty twenty-five (3025) days after the end of each calendar month, a company Borrower prepared consolidated balance sheet, income statementincome, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified Bank along with a Compliance Certificate signed by a Responsible Officer; and (ii) as soon as available, but Officer in any event within thirty (30) days after substantially the end form of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible OfficerExhibit D hereto; (bc) as soon as available, but in any event within one hundred eighty fifty (180150) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (cd) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (de) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,00050,000) or more, or any commercial tort claim acquired by Borrower; (ef) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty fifteen (3015) days after prior to the end beginning of Borrower’s next fiscal year, an annual operating budget approved by Borrower’s board of directors; projections (including income statements, balance sheets and (fcash flow statements presented in a monthly format) (i) within thirty (30) days of for the last day of each upcoming fiscal year, a report signed by Borrower, in form and substance reasonably acceptable satisfactory to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payableBank, and (iig) perpetual inventory reports for the Inventory valued on a first-insuch budgets, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such sales projections, operating plans, other inventory reports information as are requested by Lenders in their good faith business judgment. Borrower shall deliver Bank may reasonably request from time to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (other than a qualification for a going concernconcern comment or qualification related solely to Borrower not having sufficient cash or financial resources to support 12 months of operation) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (div) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; (ev) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than thirty (30) days from Borrower’s fiscal year end, Borrower’s financial and business projections and budget for the immediately following year, with evidence of approval thereof by Borrower’s board of directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Such Borrower shall deliver the following or cause to Lendersbe delivered to Bank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, commencing with the calendar month ending May 31, 2012, a company prepared consolidated and consolidating balance sheet, income statement, statement and statement of cash flow statement flows covering such Borrower’s consolidated and its Subsidiaries’ operations during such period, prepared in accordance with GAAP, consistently applied, and in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty one hundred fifty (30150) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of BorrowerSilverback’s fiscal year (beginning with the 2010 fiscal year), audited consolidated and consolidating financial statements of Borrower Silverback and its consolidated Subsidiaries prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (other than a qualification for a including no going concernconcern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by such Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (div) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower such Borrower, any Subsidiary or any Subsidiary Guarantor that could result in damages or costs to Borrower such Borrower, any Subsidiary or any Subsidiary Guarantor of Two One Hundred Fifty Thousand Dollars ($250,000100,000.00) or more; (ev) promptly upon receipt, each management letter prepared by such Borrower’s independent certified public accounting firm regarding such Borrower’s management control systems; (vi) as soon as available, but in any event not later than December 31 of each year, Silverback’s financial and business projections and budget for the immediately following year, which projections shall include a consolidated and consolidating balance sheet, income statement and statement of cash flows, with evidence of approval thereof by Silverback’s board of directors; (vii) such budgets, sales projections, operating plans or other financial information generally prepared by such Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorstime; and (f) (iviii) within thirty (30) days of the last day of each yearfiscal quarter, a report signed by such Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that such Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in such Borrower’s intellectual property Intellectual Property Collateral, including but not limited to any subsequent ownership right of such Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by such Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Lenderseach Lender: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, statement and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (iib) as soon as availablepossible, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, statement and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (bc) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAPgenerally accepted accounting principles, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an a nationally recognized or other independent certified public accounting firm reasonably acceptable to Required Lenders; and (cd) such other financial information as Lender may reasonably request from time to time, including, without limitation, annual budgets approved by the Borrower’s board of directors and any interim revisions or modifications approved by the Borrower’s board of directors. Notwithstanding the foregoing, Borrower shall not be required to deliver any of the documents referenced in Section 6.3(a) during any month after the Commitment Termination Date, as extended herein or by Lenders in their sole discretion. From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (x) at the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10-K; and (y) at the time of filing of Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the financial statements of Borrower filed with such Form 10-Q. In addition, Borrower shall deliver to each Lender (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commissionholders; (dii) promptly immediately upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars Borrower; and ($250,000) or more; (eiii) such budgets, sales projections, operating plans or other financial information as any Lender Lenders may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement and income statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank which is either unqualified or qualified only for going concern, so long as in the case of the qualified opinion it is either consented to in writing by Bank or in the alternative if following the delivery of such financial statements the Bank does not consent to such qualified Borrower’s investors will provide additional equity as needed within 30 days after notice from the Bank of such non consent to the qualified financial statements or otherwise; (ciii) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 30 days before the beginning of the applicable calendar year, provided however, that for the 2012 annual budget only, Borrower shall provide the 2012 annual budget approved by Borrower’s Board of Directors as soon as available but not later than March 1, 2012; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (dv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 250,000 or more; (evi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems, (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company company-prepared consolidated balance sheet, income statement, statement and statement of cash flow statement flows covering Borrower’s consolidated and its Subsidiaries’ operations during such period, prepared in accordance with GAAP, consistently applied, and in a form reasonably acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of and reviewed by an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (div) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; (ev) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than January 31 of each calendar year, Borrower’s financial and business projections and budget for the immediately following year, which projections shall include monthly balance sheets and income statements, with evidence of approval thereof by Borrower’s board of directors; (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorstime; and (fviii) (i) upon Bank’s request, within thirty (30) days of the last day of each yearfiscal quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportIntellectual Property Collateral.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Lenders: (a) Deliver to Bank: (i) prior to completion of the IPO, as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar month, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and the period certified by a Responsible OfficerOfficer and in a form reasonably acceptable to Bank; provided however, Borrower shall not have to deliver copies of the foregoing financial statements if they are otherwise publicly available through the Securities and Exchange Commission's XXXXX system; (ii) after completion of the IPO, as soon as available, but in any event within thirty no later than forty-five (3045) days after the end last day of each calendar quarter, a company prepared consolidating consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidating 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and the period certified by a Responsible OfficerOfficer and in a form reasonably acceptable to Bank; provided however, Borrower shall not have to deliver copies of the foregoing financial statements if they are otherwise publicly available through the Securities and Exchange Commission's XXXXX system; (biii) except as otherwise provided below, as soon as available, but in any event within no later than one hundred eighty twenty (180120) days after the end last day of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with under GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such the financial statements of an independent from a nationally-recognized, independent, certified public accounting firm reasonably acceptable to Required Lendersfirm; (civ) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand One Million Dollars ($250,0001,000,000) or more; and (evi) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time requested by Bank. In addition to time includingthe foregoing, as soon as availableBank shall have the right to subscribe to an email notification service selected by Bank for the purpose of receiving email notifications of all reports on Forms 8-K, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved 10-K and 10-Q filed by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent Securities and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmentExchange Commission. Borrower shall deliver be obligated to Lenders reimburse Bank for all costs and expenses incurred by Bank in connection with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form such email notification service immediately upon Borrower's receipt of Exhibit D hereto and a deferred revenue reportan invoice therefor from Bank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Lenders: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, statement and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by Borrower’s president, chief executive officer, treasurer or chief financial officer (each, a “Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer”); (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an a nationally recognized or other independent certified public accounting firm reasonably acceptable to Required Lenders; and (c) as soon as available, but in any event within ninety (90) days after the end of Borrower’s fiscal year or the date of Borrower’s board of directors’ adoption, Borrower’s operating budget and plan for the next fiscal year; and (d) such other financial information as Lenders may reasonably request from time to time. From and after such time as Borrower becomes a publicly reporting company, promptly as they are available and in any event: (x) at the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each fiscal year of Borrower, the financial statements of Borrower filed with such Form 10-K; and (y) at the time of filing of Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each of the first three fiscal quarters of Borrower, the financial statements of Borrower filed with such Form 10-Q. In addition, Borrower shall deliver to Lenders (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K holders; and 10-Q filed with the Securities and Exchange Commission; (dii) promptly upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or the commencement of any Subsidiary action, proceeding or governmental investigation involving Borrower is commenced that could is reasonably expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report).

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersLender: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Lender and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty forty-five (3045) days after the end of each calendar quarter, a company prepared consolidated and consolidating balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Lender and certified by a Responsible Officer; (biii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (other than a qualification for a going concernconcern comment or qualification related solely to Borrower not having sufficient cash or financial resources to support 12 months of operation) or otherwise consented to in writing by Lender on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersLender; (civ) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (dv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; (evi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (vii) as soon as available, but in any event not later than thirty (30) days from Borrower’s fiscal year end, Borrower’s financial and business projections and budget for the immediately following year, with evidence of approval thereof by Borrower’s board of directors; and (viii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; (e) as soon as available, but in any event within forty-five (45) days after the end of each fiscal year of Borrower, (i) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (ii) annual financial projections for the following fiscal year as approved by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; and (f) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmenttime. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and a deferred revenue reportappraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than once per year unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to the Agent, each of the financial statements, reports, Projections or other items set forth below at the following times in form satisfactory to Lenders: the Required Lenders (a) (i) to the extent that the Required Lenders request receipt of such financial statements, reports, Projections and/or other items): as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared month (a) an unaudited consolidated and consolidating balance sheet, income statement, statement of cash flow, and cash flow statement covering of shareholder’s equity with respect to Parent and its Subsidiaries (including the Borrower’s consolidated operations ) during such periodperiod and compared to the prior period and plan, prepared in accordance with GAAP, consistently appliedsubject to year-end audit adjustments and the absence of footnotes, in together with a form acceptable to Lenders corresponding discussion and certified by a Responsible Officeranalysis of results from management; and (iib) a Compliance Certificate. as soon as available, but in any event within thirty (30) 120 days after the end of each calendar quarterfiscal year (a) consolidated and consolidating financial statements of Parent and its Subsidiaries (including the Borrower) for such fiscal year, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such periodaudited by independent certified public accountants reasonably acceptable to the Required Lenders, prepared in accordance with GAAP, consistently appliedand certified, without any qualifications (including any (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item), by such accountants to have been prepared in accordance with GAAP (such audited financial statements to include a form acceptable balance sheet, income statement, statement of cash flow, and statement of shareholder’s equity and, if prepared, such accountants’ letter to Lenders management); and certified by a Responsible Officer; (b) a Compliance Certificate. as soon as available, but in any event within one hundred eighty (180) 30 days after before the end start of Borrower’s fiscal year years (beginning a) copies of the Parent’s Projections, in form and substance (including as to scope and underlying assumptions) satisfactory to the Required Lenders (to the extent that the Required Lenders request receipt of such Projections), in their Permitted Discretion, for the forthcoming fiscal year, on a monthly basis, certified by the chief financial officer of the Parent as being such officer’s good faith estimate of the financial performance of Parent and its respective Subsidiaries during the period covered thereby. if and when filed by Borrower or Parent (a) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports; (b) any other filings made by the Borrower, the Parent or any of their Subsidiaries with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersSEC; and (c) copies of all statementsany other information that is provided by the Borrower, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower Parent or any Subsidiary that could result in damages or costs of their Subsidiaries to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anytheir shareholders generally. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.Schedule 6.2

Financial Statements, Reports, Certificates. Borrower Scynexis shall deliver the following to LendersSanofi: (a) (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and statement of cash flow statement flows covering BorrowerScynexis’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form and substance reasonably acceptable to Lenders Sanofi and certified by a Responsible Officer; and (ii) (a) as soon as available, but in any event within thirty (30) 45 days after of the end of each calendar fiscal quarter the consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of Scynexis and its subsidiaries as of the end of and for such fiscal quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, each prepared in accordance with GAAP, and (b) in the case of the financial statements referred to in the foregoing clause (a), a certification by the chief financial officer of Scynexis to the effect that such consolidated financial statements present fairly in all material respects the financial conditions and results of operations of Scynexis and its subsidiaries on a consolidated basis in accordance with GAAP, consistently applied, in a form acceptable applied (subject to Lenders and certified by a Responsible Officernormal year-end adjustments); (biii) as applicable, (a) as soon as available, but in any event within one hundred eighty (180) 60 days after of the end of Borrower’s each fiscal year (beginning with semi-annual period the 2010 fiscal year), audited consolidated financial balance sheet and related statements of Borrower operations, stockholders’ equity and cash flows of Scynexis and its subsidiaries as of the end of and for such fiscal semi-annual period, each prepared in accordance with GAAP, and (b) in the case of the financial statements referred to in the foregoing clause (a), a certification by the chief financial officer of Scynexis to the effect that such consolidated financial statements present fairly in all material respects the financial conditions and results of operations of Scynexis and its subsidiaries on a consolidated basis in accordance with GAAP, consistently appliedapplied (subject to normal year-end adjustments); (iv) as soon as available, together with an unqualified opinion (other than a qualification for a going concern) on such but in any event within 150 days after the end of Scynexis’s fiscal year, audited consolidated and consolidating financial statements of an independent certified public Scynexis prepared in accordance with generally acceptable accounting firm reasonably acceptable to Required Lendersprinciples, consistently applied; (cv) an annual budget, approved by Scynexis’s Board of Directors, as soon as available but not later than 15 days after the beginning of each fiscal year of Scynexis during the term of this Agreement; (vi) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or Scynexis to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange CommissionDebt; (dvii) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower Scynexis or any Subsidiary subsidiary that could reasonably be expected to result in damages or costs to Borrower Scynexis or any Subsidiary subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 300,000 in aggregate or more; (eviii) promptly upon receipt, each management letter prepared by Scynexis’s independent certified public accounting firm regarding Scynexis’s management control systems; and (ix) such budgets, sales projections, operating plans or other financial information generally prepared by Scynexis in the ordinary course of business as any Lender Sanofi may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following or cause to Lendersbe delivered to Bank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, commencing with the calendar month ending May 31, 2012, a company prepared consolidated and consolidating balance sheet, income statement, statement and statement of cash flow statement flows covering Borrower’s and its consolidated Subsidiaries’ and Silverback Enterprise’s and its consolidated Subsidiaries’ operations during such period, prepared in accordance with GAAP, consistently applied, and in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty one hundred fifty (30150) days after the end of each calendar quarterBorrower’s fiscal year, a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, financial statements of Borrower prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (biii) as soon as available, but in any event within one hundred eighty fifty (180150) days after the end of BorrowerSilverback Enterprise’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower Silverback Enterprise prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (other than a qualification for a including no going concernconcern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (cv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (dv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower Borrower, any Subsidiary or any Subsidiary Guarantor that could result in damages or costs to Borrower Borrower, any Subsidiary or any Subsidiary Guarantor of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; (evi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vii) as soon as available, but in any event not later than December 31 of each year, Silverback Enterprise’s financial and business projections and budget for the immediately following year, which projections shall include a consolidated and consolidating balance sheet, income statement and statement of cash flows, with evidence of approval thereof by Silverback Enterprise’s board of directors; (viii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorstime; and (f) (iix) within thirty (30) days of the last day of each yearfiscal quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, statement and statement of cash flow statement flows covering Borrower’s ’s, Parent Guarantors’ and its Subsidiaries’ consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 120 days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower Borrower, Parent Guarantors and their Subsidiaries prepared in accordance with GAAP, consistently applied, together with an opinion which is (i) for Fiscal Year 2021 consistent with the opinion given in Borrower’s audited financial statements for its Fiscal Year 2020 and (ii) for Fiscal Year 2022 and thereafter, unqualified opinion (other than a qualification for a going concern) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower an Obligor to its security holders or to any holders of Subordinated Debt and, if applicable, in their capacity as such and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (div) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower Borrower, any Parent Guarantor or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower Borrower, any Parent Guarantor or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 250,000 or more; (ev) promptly upon receipt, each management letter delivered to an Obligor by such Obligor’s independent certified public accounting firm regarding such Obligor’s management control systems; (vi) as soon as available, but in any event within 60 days after each fiscal year end, Bxxxxxxx’s financial and business projections and budget, by month, for such fiscal year, with evidence of approval thereof by Bxxxxxxx’s board of directors (as amended or revised from time to time by the Borrower’s board of directors, the “Projections”); (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Obligors in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorstime; and (f) (iviii) within thirty (30) 30 days of the last day of after each yearfiscal year end, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower an Obligor has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property Obligors’ Intellectual Property Collateral, including but not limited to any subsequent ownership right of an Obligor in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. Borrower Parent shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s Borrowers’ consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 Borrowers’ fiscal year), audited consolidated financial statements of Borrower Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) copies of all statements, reports and notices sent or made available generally by any Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to such Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time time, including, as soon as availablebut not limited to, but Borrowers’ annual operating budget, approved by Parent’s Board of Directors and in any event form and substance acceptable to Bank, which shall be delivered to Bank no later than thirty (30) days after the end of Borrower’s each fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within . Within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower Parent shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payablepayable a report covering Borrower’s Eligible MRR metrics, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmentdeferred revenue schedule. Borrower Parent shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. Bank shall have a right from time to time hereafter to audit each Borrower’s Accounts and a deferred revenue reportappraise Collateral at Borrowers’ expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days available after the end of each calendar month, but in any event not later than the last day of the next calendar month, a company prepared consolidated and consolidating balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty one hundred twenty (30120) days after the end of each calendar quarterBorrower’s fiscal year, a company prepared consolidated and consolidating balance sheet, income statement, financial statements of Borrower and cash flow statement covering Borrower’s consolidating operations during such period, its consolidated Subsidiaries prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified audited by a Responsible Officercertified public accountant; (biii) as soon as availableif applicable, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (div) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000250,000.00) or more; (ev) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event within sixty (60) days after the end of Borrower’s fiscal year, Borrower’s financial and business projections and budget for the immediately following year, with evidence of approval thereof by Borrower’s board of directors; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank (or an opinion qualified for going concern so long as Borrower's investors provide additional equity as needed); (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or or, to Borrower's knowledge, threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000200,000) or more; (e) as soon as available, but in any event within forty-five (45) days after the beginning of each fiscal year of Borrower, (i) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (ii) annual financial projections for the following fiscal year as approved by Borrower's board of directors, together with any related business forecasts used in the preparation of such annual financial projections; and (f) such budgets, sales projections, operating plans or other financial information of Borrower and/or its Subsidiaries as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than time. Within thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) Bank aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form set forth in the Client Reporting File. Bank shall have a right from time to time hereafter to audit Borrower's Accounts and appraise Collateral at Borrower's expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Exhibit D hereto Default has occurred and a deferred revenue reportis continuing.

Financial Statements, Reports, Certificates. Borrower shall ------------------------------------------- deliver the following to LendersBank: (a) as soon as available, but in any event within forty-five (i45) days after the end of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, revenue and cash flow expense statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders and certified by a Responsible OfficerBank; and (iic) as soon as available, but in any event within thirty ninety (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (18090) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange CommissionBank; (d) promptly upon receipt of notice (thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) prompt notice of any material change in the composition of the Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of the Borrower in or to any Copyright, Patent or Trademark not specified in any intellectual property security agreement between Borrower and Bank or knowledge of an event other than information that is publicly available and applicable generally to Borrower's business practices and industry that materially adversely effects the value of the Intellectual Property Collateral; and (f) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anytime. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, --------- together with (i) aged listings of accounts receivable and accounts payablereceivable. Within forty-five (45) days after the fast day of each quarter, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. --------- Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and a deferred revenue reportis continuing." and inserting in lieu thereof the following:

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating (if prepared) balance sheet, income statement, sheet and cash flow profits and loss statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty fifty (180150) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated and consolidating (if prepared) financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (other than a qualification for a going concernincluding no going-concern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; provided, however, notwithstanding the foregoing, such financial statements may include a going-concern comment or qualification with respect to Borrower’s liquidity for (x) Borrower’s 2018 and 2019 fiscal years, and (y) if otherwise permitted by Bank via an email confirmation in its reasonable discretion; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and(excluding any materials provided to such security holders, if applicablestockholders, or holders of Subordinated Debt solely in their capacity as members of Borrower’s Board of Directors) and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (div) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Five Hundred Fifty Thousand Dollars ($250,000500,000.00) or more; (ev) as soon as available, but in any event within thirty (30) days after the end of each calendar month, copies of Borrower’s bank statements; (vi) as soon as available, but in any event not later than the earlier of (y) thirty (30) days after the end of each fiscal year and (z) seven (7) days after being approved by Borrower’s board of directors, Borrower’s financial and business projections and budget for the then current year, which have been approved by Borrower’s board of directors and deemed acceptable to Bank; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty forty-five (3045) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement (for months that are the last month of a fiscal quarter) covering Borrower’s consolidated operations during such period, prepared in accordance with GAAPGAAP (except for the absence of footnotes and subject to year-end audit adjustments), consistently applied, in a form reasonably acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an PricewaterhouseCoopers LLP or another independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) copies of all statements, reports and notices sent or made WEST\291919990.7 available generally by Borrower to its security holders or to any holders of Subordinated Debt in their capacities as such and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Five Hundred Fifty Thousand Dollars ($250,000500,000) or more; (e) as soon as made available to Borrower’s board of directors, but in any event by March 15 of each year, (i) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of Borrower as approved by Borrower’s board of directors, and (ii) annual financial projections for the (x) current fiscal year as approved by Borrower’s board of directors and (y) following fiscal year as reviewed by Borrower’s board of directors, together with any related business forecasts used in the preparation of such annual financial projections; and (f) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time includingtime. Notwithstanding the foregoing, as soon as available, but in any event no later than thirty (30) days after financial statements and reports required to be delivered pursuant to the end foregoing provisions of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) this Section 6.3 (i) within thirty (30) days of may be delivered electronically and if so delivered, shall be deemed to have been delivered on the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that date on which Bank receives such reports from the Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property through electronic mail and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including shall be deemed to be delivered on the date of such filing documents are filed for public availability on the Securities and the registration or application numbers, if anyExchange Commission’s Electronic Data Gathering and Retrieval System. Within twenty forty-five (2045) days after the last day of each monthfiscal quarter, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) providing aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmentKPI Report. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto C hereto. Bank shall have a right from time to time hereafter, upon reasonable prior notice, from time to time during Borrower’s usual business hours, to audit Borrower’s Accounts and a deferred revenue reportappraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall ------------------------------------------- deliver the following to LendersBank: (a) as soon as available, but in any event within forty-five (i45) days after the end of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow revenue end expense statement covering Borrower’s 's consolidated operations during such period, prepared . in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible OfficerBank; (bc) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange CommissionBank; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) prompt notice of any material change in the composition of the Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of the Borrower in or to any Copyright, Patent or Trademark not specified in any intellectual property security agreement between Borrower and Bank or knowledge of an event other than information that is publicly available and applicable generally to Borrower's business practices and industry that materially adversely effects the value of the Intellectual Property Collateral; and (f) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anytime. Within twenty (20) days after the last day of each monthmonth in which any Credit Extensions are outstanding or requested, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged --------- listings of accounts receivable and accounts payablereceivable. Within forty-five (45) days after the last day of each quarter, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. --------- Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and a deferred revenue reportis continuing."

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) within thirty (i30) days after the last day of each month, aged listings of accounts receivable and accounts payable, together with a month-by-month Recurring Revenue report, and B1C and B1B churn graphs, together with a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C-1 hereto, if such certificate is requested by Bank; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company Borrower prepared consolidated balance sheet, income statementincome, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified Bank along with a Compliance Certificate signed by a Responsible Officer; and (ii) as soon as available, but Officer in any event within thirty (30) days after substantially the end form of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible OfficerExhibit D-2 hereto; (bc) as soon as available, but in any event within one hundred eighty fifty (180150) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (cd) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (de) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more, or any commercial tort claim acquired by Borrower; (ef) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty ten (3010) days after prior to the end beginning of Borrower’s next fiscal year, an annual operating budget projections (including income statements, balance sheets and cash flow statements presented in a monthly format) approved by Borrower’s board Board of directors; and (f) (i) within thirty (30) days of Directors for the last day of each upcoming fiscal year, a report signed by Borrower, in form and substance reasonably acceptable satisfactory to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payableBank, and (iig) perpetual inventory reports for the Inventory valued on a first-insuch budgets, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such sales projections, operating plans, other inventory reports information as are requested by Lenders in their good faith business judgment. Borrower shall deliver Bank may reasonably request from time to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, statement and statement of cash flow statement flows covering Borrower’s consolidated operations during such period, period prepared in accordance with GAAP, consistently appliedGAAP (except as set forth in the proviso below), in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer, provided, that prior to completion of Borrower’s initial audit, such monthly financials need not include consolidating statements and shall be prepared in accordance with accounting practices and principles consistent with prior statements and those used in the preparation of financial statements delivered to Bank prior to the Closing Date; and (ii) as soon as available, but in any event within thirty one hundred fifty (30150) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year of Borrower (beginning with the 2010 other than fiscal yearyears 2007 and 2008), audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (other than a qualification for a going concern) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) as soon as available, but in any event, prior to June 30, 2009 (unless the Audit Extension Period has commenced), Borrower’s audited consolidated and consolidating financial statements for fiscal years 2007 and 2008, prepared in accordance with GAAP, consistently applied, together with (1) an opinion which is unqualified or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Bank, and (2) a schedule highlighting and explaining, in reasonable detail, differences and variances between such audited financial statements and the company prepared financial statements previously delivered to Bank; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (dv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; (evi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vii) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, time; (viii) as soon as available, but in any event no not later than January 31 of each year, Borrower’s financial and business projections and operating budget for the current fiscal year, in form and substance satisfactory to Bank, with evidence of approval thereof by Borrower’s Board of Directors; (ix) as soon as available, complete copies of all account statements for any deposit and securities accounts maintained outside of Bank covering any period during which Advances are outstanding; (x) Borrower’s federal tax return for 2007 within thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorsfiling; and (f) (ixi) within thirty (30) days of the last day of each yearfiscal quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersLender: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheetfinancial statements including a cash flow statement, income statementstatement and balance sheet for the period reported, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, together with a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified Compliance Certificate signed by a Responsible OfficerOfficer in substantially the form of Exhibit F hereto; (b) as soon as available, but in any event within one hundred eighty and twenty (180120) days after the end of Borrower’s fiscal year (beginning commencing with the 2010 fiscal year)year ending December 31, 2016, audited consolidated financial statements of Borrower prepared by Borrower in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of to be audited by an independent certified public accounting firm reasonably acceptable to Required LendersLender; (c) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or thirty (30) days following the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a quarterly format, as approved by Borrower’s board of directors; (d) copies (or limited on line viewing access) of Borrower’s bank statements delivered monthly as soon as practicably available following the first day of the month reflecting the prior ninety days of activity, from all institutions, whether or not in the U.S., where Borrower maintains deposit or securities accounts; (e) copies of all material statements, reports and notices sent or made available generally quarterly by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, which shall include current financial statements; (f) all reports on Forms 10-K and 10-Q information filed with the Securities and Exchange CommissionCommission (“SEC”) promptly after filing with the SEC; provided that posting of such information on the Borrower’s website shall constitute delivery for purposes of this clause (f); (dg) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars Borrower; and ($250,000) or more; (eh) such budgets, sales projections, operating plans or other financial information requested by Lender and mutually agreed to by Borrower, as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, statement and statement of cash flow statement covering Borrower’s consolidated operations during such periodflows, prepared in accordance with GAAP, consistently applied, covering Borrower’s operations during such period, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 150 days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (other than a qualification for a going concern) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (div) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 100,000 or more; (ev) such budgetspromptly upon receipt, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event no later than thirty January 31 of each year, board approved annual financial projections (30which projections shall include monthly balance sheets, monthly income statements and monthly cash flow statements and be in form reasonably acceptable to Bank) days after for the end then current or next fiscal year of Borrower’s fiscal year, an annual operating budget as applicable (any board approved by changes to Borrower’s board projections shall be reported to Bank within 30 days of directorsthe date of any such approval), and such other budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as Bank may reasonably request from time to time; and (fvii) (i) upon Bank’s request, within thirty (30) 30 days of the last day of each yearfiscal quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. Borrower Borrowers shall deliver the following to LendersBank: (a) as soon as available, but in any event within thirty (i30) days after the last day of each month, a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date and a deferred revenue report; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidated Borrowers’ operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, together with a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified Compliance Certificate signed by a Responsible OfficerOfficer in substantially the form of Exhibit D hereto; (bc) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 Borrowers’ fiscal year), audited consolidated financial statements of Borrower Borrowers prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (cd) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by such Borrowers’ board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrowers’ board of directors, and in a form reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by a Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (df) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; and (eg) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) within thirty (i30) days after the last day of each month, aged listings of accounts receivable and accounts payable, together with a deferred revenue listing; (b) as soon as available, but in any event within thirty forty-five (3045) days after the end of each calendar month, a company Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto; (c) as soon as available, but in any event within forty five (45) days after the end of each quarter, a Borrower prepared consolidated and consolidating balance sheet, income statementincome, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank; provided, however, that the filing of such financial statements with the Securities and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Exchange Commission through EXXXX will satisfy Borrower’s consolidating operations during delivery obligations hereunder upon notice to Bank of such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officerfilings; (bd) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; provided, however that the filing of such financial statements and opinion of an independent certified public accounting firm with the Securities and Exchange Commission through EXXXX will satisfy Borrower’s delivery obligations hereunder upon notice to Bank of such filings; (ce) unless complete copies of the following are not available on EXXXX, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange CommissionDebt; (df) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more, or any commercial tort claim (as defined in the Code) acquired by Borrower; (eg) within 30 days following the end of each month, copies of all bank statements with respect to all accounts of Borrower or any Subsidiary maintained outside of Bank; and (h) such budgets, sales projections, operating plans or plans, other financial information including information related to the verification of Borrower’s Accounts as any Lender Bank may reasonably request from time to time includingtime. For the avoidance of doubt, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed all information disclosed by Borrower, in form reasonably acceptable or any of its Subsidiaries, to LendersBank pursuant to this Section 6.3, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed be kept confidential by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (Bank in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportSection 12.9.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and statement of cash flow statement flows covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible OfficerOfficer (except that monthly financial statements may omit substantially all footnotes that would normally be required to be included in GAAP financial statements); and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification which is either unqualified, qualified only for a going concern) concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) an annual budget approved by Borrower’s Board of Directors as soon as available but not later than 15 days after the beginning of each fiscal year of Borrower during the term of this Agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (dv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 250,000 or more; (evi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; and (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and statement of cash flow statement flows covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared by a United States certified public accounting firm in accordance with United States GAAP, consistently applied, together with an unqualified opinion (other than a qualification which is either unqualified, qualified only for a going concern) concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 31 days after the beginning of each fiscal year of Borrower during the term of this Agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (dv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 250,000 or more; (evi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems, (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty forty-five (3045) days after the end of each calendar quarterFiscal Quarter, a company prepared consolidating balance sheet, income statement, and consolidated statement of cash flow statement flows covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; (biii) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year)each Fiscal Year, audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (other than a qualification for a including no going concernconcern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (civ) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission within five (5) days of filing with the Securities and Exchange Commission; (dv) promptly upon receipt of notice thereof, a report of any legal actions actions, suits, litigation or proceedings, at law or in equity, pending by or threatened against Borrower or any Subsidiary that before any court, administrative agency, or arbitrator in which a likely adverse decision could result in damages or costs reasonably be expected to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or morehave a Material Adverse Effect; (evi) as soon as available, but in any event within thirty (30) days of the start of each Fiscal Year, Borrower’s financial and business projections and budget for such year, with evidence of approval thereof by Borrower’s board of directors; (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorstime; and (f) (iviii) within thirty (30) days of the last day of each yearFiscal Quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. Borrower shall ------------------------------------------- deliver the following to Lenders: Bank (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) within five (5) days upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than time. Within thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C D hereto, together with (i) aged listings of --------- accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto E hereto. --------- Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense every six (6) months and a deferred revenue reportat such times as Bank deems appropriate after an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statementincome, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; (e) at least 30 days before the beginning of each fiscal year, a Borrower-prepared operating budget; and (f) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time. At any time includingthat an Advance is outstanding or that the Growth Capital Advances are amortizing, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) 30 days after the last day of each month, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and a deferred revenue reportappraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement and income statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank which is either unqualified or qualified only for going concern, so long as in the case of the qualified opinion it is either consented to in writing by Bank or in the alternative if following the delivery of such financial statements the Bank does not consent to such qualified Borrower’s investors will provide additional equity as needed within 30 days after notice from the Bank of such non consent to the qualified financial statements or otherwise; provided however, that the audited consolidated and consolidating financial statements of Borrower for fiscal years 2011 and 2012 shall be delivered to Bank on or before July 1, 2013, (iii) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 30 days before the beginning of the applicable calendar year, provided however, that for the 2012 annual budget only, Borrower shall provide the 2012 annual budget approved by Borrower’s Board of Directors as soon as available but not later than March 1, 2012; (civ) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (dv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 250,000 or more; (evi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems, (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared unaudited consolidated balance sheet, income statement, and statement of cash flow statement covering Borrower’s consolidated operations during such periodflows, prepared in accordance with GAAP, consistently appliedGAAP (except for the absence of footnotes and subject to year-end adjustments) accompanied by a report detailing any material contingencies and detailing returns of Borrower’s products or services during such period, in a form reasonably acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited (or such other level as is required by Borrower’s board of directors) consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is either unqualified opinion (other than a qualification or qualified only for a going concern) concern so long as Borrower’s investors commit to provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements statements; (iii) within five (5) business days of approval thereof, but in any event no later than sixty (60) days following the end of each fiscal year, of an independent certified public accounting firm reasonably acceptable to Required Lendersannual budget and business plan; (civ) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (dv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 500,000 or more; (evi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vii) promptly following any such change, notice that Borrower has changed its practice of recognizing revenue from product sales as of the shipment date; and (viii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated 's operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) 45 days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, of Borrower's fiscal quarters and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 120 days after the end of each of Borrower’s 's fiscal year (beginning years, Borrower's 10-Q and 10-K reports, respectively, as filed with the 2010 fiscal Securities and Exchange Commission year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lenders; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange CommissionDebt; (div) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 50,000 or more; (ev) promptly upon receipt, each management letter prepared by Borrower's independent certified public accounting firm regarding Borrower's management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorstime; and (f) (ivii) within thirty (30) 30 days of the last day of each yearfiscal quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property 's Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Lenderseach Lender promptly as they are available and in any event: (a) (i) as soon as available, but in any event within thirty (30) days at the time of filing of Borrower’s Form 10-K with the Securities and Exchange Commission after the end of each calendar monthfiscal year of Borrower (and in any event, a company prepared consolidated balance sheetwithin ninety (90) days following the end of each fiscal year of Borrower), income statement, and cash flow statement covering Borrower’s consolidated operations during the financial statements of Borrower filed or required to be filed with such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible OfficerForm 10-K; and (iib) as soon as available, but in any event within thirty (30) days at the time of filing of Borrower’s Form 10-Q with the Securities and Exchange Commission after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, of the first three fiscal quarters of each fiscal year of Borrower (and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event event, within one hundred eighty forty-five (18045) days after following the end of Borrower’s each of the first three fiscal quarters of each fiscal year (beginning with the 2010 fiscal yearof Borrower), audited consolidated the Consolidated financial statements of Borrower prepared in accordance filed or required to be filed with GAAPsuch Form 10-Q. In addition, consistently appliedBorrower shall deliver to each Lender (i) promptly upon becoming available, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt andholders, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (eii) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time includingtime, as soon as available(iii) promptly upon receipt of written notice thereof, but a report of any material legal actions filed or commenced against Borrower or any Subsidiary or the commencement of any action, proceeding or governmental investigation involving Borrower or any Subsidiary, in any event each case, that is reasonably expected to result in damages or costs to Borrower of One Hundred Thousand Dollars ($100,000) or more and (iv) no later than thirty five (305) days after Business Days prior to the end of entry by Borrower into a Permitted License with regard to Borrower’s fiscal yearrights to bremelanotide for use in the United States, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days a copy of the last day final Permitted License or substantially final draft of each year, a report signed the Permitted License to be entered into by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmentwhichever is available. Borrower shall deliver immediately notify each Lender if Borrower has knowledge that Borrower, any of its Subsidiaries, or any director, officer, employee, agent or Affiliate of Borrower or any of its Subsidiaries becomes the subject or target of any Sanctions or (1) is convicted on, (2) pleads nolo contendere to, (3) is indicted on or (4) is arraigned and held over on charges involving money laundering or predicate crimes to Lenders money laundering. The items specified in Sections 6.3(a) and 6.3(b) shall be deemed delivered upon posting with XXXXX or posting the monthly financial statements items or a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportlink thereto on Borrower’s website.

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to LendersFoothill: (a) (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar monthmonth during each of Borrower's fiscal years, a company prepared consolidated balance sheet, income statement, and statement of cash flow statement covering Borrower’s consolidated 's operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 90 days after the end of each of Borrower’s 's fiscal year (beginning with the 2010 fiscal year)years, audited consolidated financial statements of Borrower for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such . Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt cash flow and, if applicableprepared, all reports such accountants' letter to management. In addition to the financial statements referred to above, Borrower agrees to deliver internal financial statements prepared on Forms a consolidating basis so as to present Borrower and each such related entity separately, which shall be consistent with and reconciled to the Borrower's audited consolidated financial statements which are required to be delivered hereunder. Together with the above, Borrower also shall deliver to Foothill Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and 10Form 8-Q filed K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time includingif any, as soon as availablethe same are filed, but in or any event no later than thirty (30) days after other information that is provided by Borrower to its shareholders, and any other report reasonably requested by Foothill relating to the end financial condition of Borrower’s fiscal year. Each month, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations together with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each monthfinancial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Lenders Foothill a Borrowing Base Certificate certificate signed by a Responsible Officer in substantially its chief financial officer, vice president of finance or corporate controller to the form of Exhibit C hereto, together with effect that: (i) aged listings all financial statements delivered or caused to be delivered to Foothill hereunder have been prepared in accordance with GAAP (except, in the case of accounts receivable unaudited financial statements, for the lack of footnotes and accounts payablebeing subject to year-end audit adjustments) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) for each month that also is the date on which a financial covenant in Section 7.20 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20, and (iv) on the date of delivery of such certificate to Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii) perpetual inventory reports for ), or (iii), to the Inventory valued on a firstextent of any non-incompliance, firstdescribing such non-out basis at compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). In addition to the lower financial statements required to be delivered as set forth above, not later than 30 days prior to the end of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. each fiscal year of the Borrower, the Borrower shall deliver to Lenders with Foothill financial projections (including projected income statements, balance sheets and statements of cash flow, all projected on a monthly basis for the monthly succeeding fiscal year and on an annual basis for each fiscal year thereafter until the termination of this Agreement and in each case prepared on a consolidated and stand alone basis), in form and substance reasonably satisfactory to Foothill; all such financial statements projections shall be reasonable, shall be prepared on a Compliance Certificate signed reasonable basis and in good faith, and shall be based on assumptions believed by a Responsible Officer in substantially the form of Exhibit D hereto Borrower to be reasonable at the time made and a deferred revenue reportfrom the best information then available to the Borrower.

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to LendersFoothill: (a) (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month during each of Borrower's fiscal years, (i) summary financial information showing revenues, expenses, payables, and receivables for Borrower on a consolidated basis for such month, or (ii) upon the request of Foothill and in lieu of such information, a company prepared consolidated balance sheet, income statement, and statement of cash flow statement covering Borrower’s consolidated 's operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 45 days after the end of each of Borrower’s 's fiscal year (beginning with the 2010 fiscal year)quarters, audited consolidated financial statements a company prepared balance sheet, income statement, and statement of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on cash flow covering Borrower's operations during such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lendersperiod; and (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) within 90 days after the end of each of Borrower’s 's fiscal years, financial statements of Borrower for each such fiscal year, an annual operating budget approved audited by independent certified public accountants reasonably acceptable to Foothill and certified, without any qualifications other than the Specified Qualification, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. Inasmuch as Borrower is a parent company of one or more Subsidiaries, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Foothill Borrower’s board 's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission, if any, as soon as the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by Foothill relating to the financial condition of directors; and (fBorrower. Each month, together with the financial materials or financial statements provided pursuant to Section 6.3(a) or Section 6.3(b), Borrower shall -------------- -------------- deliver to Foothill a certificate signed by its chief financial officer to the effect that: (i) within thirty all financial statements delivered or caused to be delivered to Foothill hereunder have been prepared in accordance with GAAP (30except, in the case of unaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) days and all financial materials or financial statements fairly present the financial condition of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice the representations and warranties of the filing of any applications or registrations with the United States Patent and Trademark Office Borrower contained in this Agreement and the United States Copyright Office, including other Loan Documents are true and correct in all material respects on and as of the date of such filing certificate, as though made on and as of such date (except to the registration or application numbersextent that such representations and warranties relate solely to an earlier date), if any. Within twenty (20iii) days after for each month that also is the last day date on which a financial covenant in Section 7.20 is to be tested, a Compliance Certificate ------------ demonstrating in reasonable detail compliance at the end of each such period with the applicable financial covenants contained in Section 7.20, (iv) a certificate of ------------ the chief accounting officer of Borrower stating, to the best of such officer's knowledge based on available information, that, as of the end of such month, Borrower shall deliver to Lenders measured on a Borrowing Base Certificate signed by a Responsible Officer in substantially trailing ninety (90) day basis, the form total revenues of Exhibit C hereto, together with the Company were not materially less than Thirty Two Million Dollars (i) aged listings of accounts receivable and accounts payable$32,000,000), and (v) on the date of delivery of such certificate to Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii) perpetual inventory reports for ), (iii), or (iv), to the Inventory valued on a firstextent of any non-incompliance, firstdescribing such non-out basis at the lower of cost compliance as to which he or market (in accordance she may have knowledge and what action Borrower has taken, is taking, or proposes to take with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmentrespect thereto). Borrower shall issue, and shall cause each of the Guarantors to issue, written instructions to their independent certified public accountants authorizing them to communicate with Foothill and to release to Foothill whatever financial information concerning the Obligors that Foothill may request. Borrower hereby irrevocably authorizes and directs, and shall cause each Guarantor to irrevocably authorize and direct, all auditors, accountants, or other third parties to deliver to Lenders with Foothill, at the monthly Obligors' expense, copies of the Obligors' financial statements a Compliance Certificate signed by a Responsible Officer statements, papers related thereto, and other accounting records of any nature in substantially their possession, and to disclose to Foothill any information they may have regarding the form of Exhibit D hereto Obligors' business affairs and a deferred revenue reportfinancial conditions.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar monthmonth in which a Credit Extension against Eligible Accounts is outstanding (or, if no such Credit Extension is outstanding, as a condition precedent to a request for such a Credit Extension), a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank (or a qualified opinion subject only to a "going concern" qualification or "ability to raise additional equity" qualification or other similar qualification); (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but generally prepared by Borrower in any event no later than the ordinary course of business. Within thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each monthmonth in which any Credit Extension against Eligible Accounts is outstanding (or, if no such Credit Extension is outstanding, within thirty (30) days after the last day of each fiscal quarter, and as a condition precedent to a request for such a Credit Extension), Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C D hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto E hereto. 15 Bank shall have a right from time to time hereafter to audit Borrower's Accounts and a deferred revenue reportappraise Collateral at Borrower's expense, provided that such audits will be conducted no more often than annually unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to LendersFoothill: (a) (i) as soon as available, but in any event within thirty (30) 45 days after the end of each calendar monthmonth during each of Parent's fiscal years, a company prepared consolidated balance sheet, income statement, and statement of cash flow statement covering Borrower’s consolidated Parent's operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 90 days after the end of Borrower’s each of such Parent's fiscal year (beginning with the 2010 fiscal year)years, audited consolidated financial statements of Borrower Parent for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on certificate of such accountants addressed to Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt cash flow and, if applicableprepared, all reports such accountants' letter to management. In addition to the financial statements referred to above, Parent agrees to deliver financial statements prepared on Forms a consolidating basis so as to present such Parent and each such related entity separately, and on a consolidated basis. Together with the above, Parent also shall deliver to Foothill such Parent's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and 10Form 8-Q filed K Current Reports, and any other filings made by Parent with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time includingif any, as soon as availablethe same are filed, but in or any event no later than thirty (30) days after other information that is provided by Parent to its shareholders, and any other report reasonably requested by Foothill relating to the end financial condition of Borrower’s fiscal yearsuch Parent. Each month, an annual operating budget approved together with the financial statements provided pursuant to Section 6.3(a),Parent shall deliver to Foothill a certificate signed by Borrower’s board of directors; and (f) its ------------- chief financial officer to the effect that: (i) within thirty all financial statements delivered or caused to be delivered to Foothill hereunder have been prepared in accordance with GAAP (30) days of the last day of each year, a report signed by Borrowerexcept, in form reasonably acceptable the case of unaudited financial statements, for the lack of footnotes and being subject to Lendersyear-end audit adjustments) and fairly present the financial condition of Parent, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice the representations and warranties of the filing of any applications or registrations with the United States Patent and Trademark Office Borrowers contained in this Agreement and the United States Copyright Office, including other Loan Documents are true and correct in all material respects on and as of the date of such filing certificate, as though made on and as of such date (except to the registration or application numbersextent that such representations and warranties relate solely to an earlier date), if any. Within twenty (20iii) days after for each month that also is the last day of each monthdate on which a financial covenant in Section 7.20is to be tested, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by demonstrating in ------------- reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20,and (iv) on the date of delivery -- ------------- of such certificate to Foothill there does not exist any condition or event that constitutes a Responsible Officer Default or Event of Default (or, in substantially the form case of Exhibit D hereto clauses (i), (ii), or (iii), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and a deferred revenue reportwhat action Parent has taken, is taking, or proposes to take with respect thereto). Each Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Foothill and to release to Foothill whatever financial information concerning such Borrower that Foothill may request. Each Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Foothill, at such Borrower's expense, copies of such Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Foothill any information they may have regarding such Borrower's business affairs and financial conditions.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end last day of each calendar monthmonth while any Obligations are outstanding and within thirty (30) days after the last day of each quarter when no Obligations are outstanding (provided that prior to any Credit Extension Borrowers shall deliver to Bank any prior monthly deliverables provided for under this clause (a) not previously provided on a monthly basis), a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with aged listings of accounts receivable and accounts payable by invoice date; (b) as soon as available, but in any event within thirty (30) days after the last day of each month while any Obligations are outstanding and within thirty (30) days after the last day of each quarter when no Obligations are outstanding (provided that prior to any Credit Extension Borrowers shall deliver to Bank any prior monthly deliverables provided for under this clause (b) not previously provided on a monthly basis), a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, together with a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified Compliance Certificate signed by a Responsible OfficerOfficer in substantially the form of Exhibit D hereto; (bc) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year)years 2020 and beyond, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an PriceWaterhouseCoopers or another independent certified public accounting firm reasonably acceptable to Required LendersBank; (cd) as soon as available, but in any event no later than the earlier to occur of thirty (30) days following the beginning of each fiscal year or the date of approval by Borrower’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a monthly format, approved by Borrower’s board of directors, and in a form and substance reasonably acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (df) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000200,000) or more; and (eg) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to LendersAgent: (a) (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar monthFiscal Month (except with respect to the last Fiscal Month of each fiscal quarter, with respect to which the applicable period for delivery shall be 45 days rather than 30 days) during each of Parent’s Fiscal Years, a company prepared consolidated balance sheet, income statement, and cash flow statement covering BorrowerParent’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible OfficerFiscal Month; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 90 days after the end of Borrowereach of Parent’s fiscal year Fiscal Years (beginning except with respect to the 2010 fiscal yearFiscal Year ended February 3, 2007, with respect to which the deadline for delivery shall be July 31, 2007), audited consolidated financial statements of Borrower Parent for each such Fiscal Year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any going concern or other material qualifications, by such accountants to have been prepared in accordance with GAAP, consistently applied, ; together with an unqualified opinion (other than a qualification for a going concern) on certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any failure of Parent to comply with Section 7.19. Such audited financial statements of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies of all statementsshall include a balance sheet, reports profit and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt loss statement, and cash flow statement, and, if applicableprepared, all reports such accountants’ letter to management. If Parent is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Parent agrees to deliver financial statements prepared on Forms a consolidating basis so as to present Parent and each such related entity separately, and on a consolidated basis. Parent also shall deliver to Lenders (a) written notice of the filing of Parent’s Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and 10Form 8-Q filed K Current Reports, and any other filings made by Parent with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time includingif any, as soon as availablethe same are filed, but in (b) any event no later than thirty (30) days after the end of Borrower’s fiscal yearother information that is provided by Parent to its public shareholders, an annual operating budget approved by Borrower’s board of directors; and (fc) (i) within thirty (30) days any other report reasonably requested by Agent relating to the Collateral and financial condition of the last day of each yearParent. Each month, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations together with the United States Patent and Trademark Office and the United States Copyright Officefinancial statements provided pursuant to Section 6.2(a), including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Administrative Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements Agent a Compliance Certificate signed by a Responsible Officer its chief financial officer to the effect that: (i) all reports, statements, or computer prepared information of any kind or nature delivered or caused to be delivered to Agent hereunder have been prepared in substantially accordance with GAAP and fairly present the financial condition of Borrowers, except for the months ended March, 2007, April, 2007 and May, 2007 as may be directly impacted by the Stock Option Issue; (ii) Borrowers are in timely compliance with all of its covenants and agreements hereunder; (iii) the representations and warranties of Borrowers contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date); and (iv) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes an Event of Default (or, in each case, to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrowers have taken, is taking, or proposes to take with respect thereto). Administrative Borrower shall deliver to Agent its Business Plan for each fiscal year, the form of which shall be substantially similar to the business plan for the Fiscal Year ending on or about January 31, 2008 attached hereto as Exhibit D hereto B-1 and a deferred revenue reportthe substance of which shall be reasonably satisfactory to the Agent, on or before March 1 of such fiscal year. Administrative Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent whatever financial information concerning Borrowers that Agent may request. Administrative Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Agent, at Borrowers’ expense, copies of Borrowers’ financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Agent any information they may have regarding the Collateral or the financial condition of Borrowers.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersLender: (a) (i) as soon as available, but in any event within thirty twenty five (3025) days after the last day of each month, a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto including a comparison of the actual consolidated cash balance at the end of the previous month to the minimum required cash balance; (b) as soon as available, but in any event within forty five (45) days after the end of each calendar monthfiscal quarter, a company prepared consolidated balance sheet, income statementincome, and cash flow statement statements covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form and prepared or reviewed by an independent certified public accounting firm reasonably acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently appliedLender, in a form acceptable to Lenders and certified Lender, along with a Compliance Certificate signed by a Responsible OfficerOfficer in substantially the form of Exhibit D hereto; (be) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersLender; (cd) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; (de) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; (ef) a 13-week cash flow forecast within 30 days of the beginning of each fiscal quarter (the “Cash Flow Forecast”) and monthly updates thereto; and (g) such budgets, sales projections, operating plans or plans, other financial information including information related to the verification of Borrower’s Accounts as any Lender may reasonably request from time to time includingtime; provided, however, that Borrower shall not be required to provide the financial statements referred to in the preceding subsections (b) and (c) for any period with respect to which it has timely filed its reports on Form 10-Q or 10-K, as soon as availableapplicable, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date provided copies of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportpreceding subsection (d).

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible OfficerOfficer (“Monthly Financial Statements”); provided, however, if Borrower creates any Subsidiaries after the Closing Date, Borrower shall deliver to Bank consolidated and consolidating Monthly Financial Statements covering Borrower’s and any such Subsidiaries’ operations during such period; (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty fifty (180150) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently appliedapplied (“Annual Financial Statements”), together with an opinion which is unqualified opinion (other than a qualification for a including no going concernconcern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; provided, however, that (i) Borrower may deliver to Bank a qualified opinion with its Annual Financial Statements for the 2012 fiscal year so long as such qualification is solely the result of a “going concern” related to insufficient access to capital and/or negative profits and (ii) if Borrower creates any Subsidiaries after the Closing Date, Borrower shall deliver to Bank consolidated and consolidating Annual Financial Statements with respect to Borrower and any such Subsidiaries; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (div) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (ev) such budgetspromptly upon receipt, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event no not later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating Borrower’s financial and business projections and budget approved for the immediately following year, with evidence of approval thereof by Borrower’s board of directors; and (fvii) (i) within thirty (30) days such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of the last day of each year, a report signed by Borrower, in form business as Bank may reasonably acceptable request from time to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty ninety (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (18090) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (other than a qualification for a going concern) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (div) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; (ev) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, time; (vii) as soon as available, but in any event no later than within thirty (30) days after prior to the end of Borrower’s fiscal year, year an annual operating budget approved by Borrower’s board of directorsfinancial forecast including balance sheet and income statement; and (f) (iviii) within thirty (30) days of the last day of each yearfiscal quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty forty-five (3045) days after the end of each calendar month, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) within five (5) days upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000200,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anytime. Within twenty forty-five (2045) days after the last day of each month, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit EXHIBIT C hereto, together with (i) hereto and aged listings of accounts receivable and accounts payable. Notwithstanding any provision of this Agreement to the contrary, and (ii) perpetual inventory reports for Borrower shall not be required to disclose any document, information or other matter that the Inventory valued on a first-indisclosure of which to Bank, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested their designated representative, is then prohibited by Lenders in their good faith business judgmentlaw. Borrower shall deliver to Lenders with the monthly financial statements Bank a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit EXHIBIT D hereto within forty-five (45) days after the end of each month. Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and a deferred revenue reportis continuing. The statements, reports and certificates required under the SECTION 6.3 include reports for the reporting periods ending prior to the Closing Date which were required under the Previous Agreement and had not been delivered to Bank as of the Closing Date.

Financial Statements, Reports, Certificates. Borrower shall agrees to deliver the following to LendersFoothill: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar monthmonth during each of Borrower's fiscal years, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated 's operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of each of Borrower’s 's fiscal year (beginning with the 2010 fiscal year)years, audited consolidated financial statements of Borrower for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, consistently applied, together with a certificate of such accountants addressed to Foothill stating that such accountants do not have knowledge of the existence of any event or condition constituting an unqualified opinion (other than a qualification for a going concern) on such financial statements Event of Default, or that would, with the passage of time or the giving of notice, constitute an independent certified public accounting firm reasonably acceptable to Required LendersEvent of Default; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty within ninety (3090) days after the end of Borrower’s each fiscal year, an annual operating budget approved by a business plan, including a description of the bonus plan for executive officers and senior managers of the Borrower’s board of directors; and (fd) as soon as available, but in any event within ninety (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (2090) days after the last day end of each monthfiscal year commencing after March 31, 1998, a budget for the following fiscal year, including projections of net operating income for such fiscal year, in each case in such form and detail as Foothill may reasonably request. The audited financial statements to be delivered pursuant to this Section 6.4 shall include a balance sheet, profit and loss statement, and cash flow statement, and, if prepared, such accountants' letter to management. If Borrower is a parent company of one or more subsidiaries, or Affiliates, or is a subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver financial statements prepared on a consolidating basis so as to present Borrower and each such related entity separately, and on a consolidated basis. Together with the above, Borrower and each Corporate Guarantor also shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C heretoFoothill Borrower's Form 10-Q Quarterly Reports, together with (i) aged listings of accounts receivable and accounts payableForm 10-K Annual Reports, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.and

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) within five (5) days upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than time. Within thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each monthmonth in which any amount is outstanding under Section 2.1.1, 2.1.2 or 2.1.4 (or as a condition to requesting any such amount at any time that Bank does not then have a current Borrowing Base Certificate), Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and a deferred revenue reportis continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, commencing one (1) month following the Closing Date, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end an officer of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form Borrower reasonably acceptable to Lenders and certified by a Responsible OfficerBank; (b) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (ed) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anytime. Within twenty fifteen (2015) days after the last day of each monthmonth (or portion thereof) during which there are any Advances outstanding under the Committed Revolving Line, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payablereceivable, and provided however that the Borrowing Base Certificate shall be delivered only in the event that the Borrower has requested Advances under the Committed Revolving Line. Within thirty (ii30) perpetual inventory reports for days after the Inventory valued on a first-inlast day of each month commencing with the month following the Closing Date, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense (subject to Section 2.5(c)), provided that such audits will be conducted (i) no more often than every twelve (12) months, and a deferred revenue report(ii) only in the event that aggregate Advances made by the Bank to the Borrower exceed Five Hundred Thousand Dollars ($500,000.00), unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) within ten (10) days upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; (e) prompt notice of any material change in the composition of the Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of the Borrower in or to any Copyright, Patent or Trademark not specified in any intellectual property security agreement between Borrower and Bank or knowledge of an event that materially adversely effects the value of the Intellectual Property Collateral; and (f) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anytime. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit EXHIBIT C hereto, together with (i) aged listings of accounts receivable and accounts payable. Within thirty (30) days after the last day of each month, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements and a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit EXHIBIT D hereto hereto. Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and a deferred revenue reportis continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar monthof Borrower's fiscal quarters, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event with thirty (30) days of the end of Borrower's fiscal quarter, a report, signed by a Responsible Officer, of aged listings of Borrower's accounts receivable and accounts payable; (c) as soon as available, but in any event within fifty (50) days after the end of each of Advanced Polymer Systems, Inc.'s fiscal quarters, all reports of Advanced Polymer Systems, Inc.'s Form 10-Q filed with the Securities and Exchange Commission; (d) as soon as available, but in any event within one hundred eighty and twenty (180120) days after the end of Borrower’s 's fiscal year for the year ending December 31, 1995, consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied; (beginning with e) as soon as available, but in any event within one hundred and twenty (120) days after the 2010 end of Borrower's fiscal year)year for each fiscal year after the fiscal year ending December 31, 1995, audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (cf) as soon as available, but in any event within one hundred and twenty (120) days after the end of Advanced Polymer System's fiscal year, all reports of Advanced Polymer Systems, Inc.'s Form 10-K filed with the Securities and Exchange Commission; (g) within five (5) days upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower and Advanced Polymer Systems, Inc. to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and 10-Q filed with the Securities and Exchange Commission; (dh) as soon as available, but in any event within thirty (30) days after the end of Borrower's and Advanced Polymer Systems, Inc.'s fiscal quarters, respectively, annual financial forecasts on the balance sheet, income statement, and cash flow statement for the upcoming four quarters for Borrower and Advanced Polymer Systems, Inc.; (i) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (ej) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmenttime. Borrower shall deliver to Lenders Bank with the monthly quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto C hereto. Borrower shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more than every six (6) months unless an Event of Default has occurred and a deferred revenue reportis continuing.

Financial Statements, Reports, Certificates. Borrower Borrowers shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidated Borrowers’ operations during such period, in a form reasonably acceptable to Bank and certified by a Responsible Officer; (ii) as soon as available, but in any event within one hundred fifty (150) days after the end of Borrowers’ fiscal year beginning with the fiscal year ending December 31, 2018, audited consolidated and consolidating financial statements of Borrowers prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified (including no going concern comment or qualification) or otherwise consented to in a form writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Lenders Bank; (iii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrowers to their security holders or to any holders of Subordinated Debt and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (iv) within two (2) Business Days of receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to such Borrower or any Subsidiary of One Hundred Thousand Dollars ($100,000) or more; (v) promptly upon receipt, each management letter prepared by Borrowers’ independent certified by a Responsible Officerpublic accounting firm regarding Borrowers’ management control systems; and (iivi) as soon as available, but in any event within thirty (30) days after the end of Borrowers’ fiscal year, each calendar quarterBorrower’s financial and business projections and operating budgets, annual budgets and forecasts (among other items reasonably requested by Bank) for the immediately following year, including a company prepared consolidating balance sheet, income statement, statement and cash flow statement covering prepared on a monthly basis for the upcoming fiscal year, with evidence of approval thereof by such Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible OfficerBoard of Directors; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (evii) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorstime; and (f) (iviii) within thirty (30) days of the last day of each yearfiscal quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to LendersFoothill: (a) (i) as soon as available, but in any event within thirty (30) 45 days after the end of each calendar monthmonth during each of LaserSight's fiscal years, a company prepared consolidated balance sheet, consolidated income statement, and consolidated statement of cash flow statement covering Borrower’s Lasersight's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 45 days after the end of Borrower’s each month during each of Technologies fiscal year (beginning with the 2010 fiscal year)years, audited consolidated financial statements a company prepared balance sheet, income statement, and statement of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on cash flow covering Technologies' operations during such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lendersperiod; and (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) within 90 days after the end of Borrower’s each of LaserSight's fiscal years, consolidated financial statements of LaserSight for each such fiscal year, an audited by independent certified public accountants reasonably acceptable to Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, together with a certificate of such accountants addressed to Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a consolidated balance sheet, consolidated profit and loss statement, and consolidated statement of cash flow and, if prepared, such accountants' letter to management. In addition to the financial statements referred to above, LaserSight agrees to deliver annual operating budget approved financial statements prepared on a consolidating basis so as to present each Borrower separately, and on a consolidated basis. Together with the above, Borrower also shall deliver to Foothill LaserSight's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and Form 8-K Current Reports, and any other filings made by Borrower’s board LaserSight with the Securities and Exchange Commission, if any, within 2 Business Days of directors; the date that the same are filed, or any other information that is provided by LaserSight to its shareholders, and (f) any other report reasonably requested by Foothill relating to the financial condition of LaserSight and its Subsidiaries. Each month, together with the consolidated financial statements provided pursuant to Section 6.3(a), LaserSight shall deliver to Foothill a certificate signed by its chief financial officer to the effect that: (i) within thirty all consolidated financial statements delivered or caused to be delivered to Foothill hereunder have been prepared in accordance with GAAP (30) days of the last day of each year, a report signed by Borrowerexcept, in form reasonably acceptable the case of unaudited financial statements, for the lack of footnotes and being subject to Lendersyear-end audit adjustments) and fairly present the financial condition of LaserSight and its Subsidiaries, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice the representations and warranties of the filing of any applications or registrations with the United States Patent and Trademark Office Borrower contained in this Agreement and the United States Copyright Office, including other Loan Documents are true and correct in all material respects on and as of the date of such filing certificate, as though made on and as of such date (except to the registration or application numbersextent that such representations and warranties relate solely to an earlier date), if any. Within twenty (20iii) days after for each month that also is the last day date on which a financial covenant in Sections 7.20 and 7.21 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer such period with the applicable financial covenants contained in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable Sections 7.20 and accounts payable7.21, and (iv) on the date of delivery of such certificate to Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii) perpetual inventory reports for ), or (iii), to the Inventory valued on a firstextent of any non-incompliance, firstdescribing such non-out basis at the lower of cost compliance as to which he or market (she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). LaserSight shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Foothill and to release to Foothill whatever financial information concerning LaserSight and its Subsidiaries that Foothill may request in accordance with GAAP) and/or such certified public accountants' policies and procedures. Each Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other inventory reports as are requested by Lenders third parties to deliver to Foothill, at Borrower's expense, copies of such Borrower's financial statements, papers related thereto, and other accounting records of any nature in their good faith possession, and to disclose to Foothill any information they may have regarding such Borrower's business judgment. Borrower shall deliver to Lenders with the monthly affairs and financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportconditions.

Financial Statements, Reports, Certificates. Subject to Section 7(jj), the Borrower shall deliver the following to Lendersthe Holder, and the Holder shall be entitled to rely on the information contained therein: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar monthmonth after the Original Issue Date, consolidated financial statements of the Borrower and its Subsidiaries, including a company prepared consolidated balance sheetcash flow statement, income statementstatement and balance sheet for the period reported, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty ninety (3090) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with of the 2010 fiscal year)Borrower, audited consolidated financial statements of the Borrower prepared and its Subsidiaries in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Required Lendersthe Majority Holders; (ciii) as soon as available, but in any event within forty-five (45) days after the end of each fiscal year of the Borrower, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for the subsequent fiscal year, presented in a quarterly format, as approved by the Board of Directors and the Majority Holders (with the Majority Holders’ approval not to be unreasonably withheld); (iv) upon the Holder’s request, within thirty (30) days after the end of any month that ends on the last day of a fiscal quarter, together with the delivery of the financial statements required pursuant to clause (i) above for such month, a management’s discussion and analysis of the important operational and financial developments during such fiscal quarter with a comparison to such period during the prior year; (v) copies of all statements, reports and notices sent or made available generally by the Borrower to its security holders or and debt holders, when made available to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commissionsuch holders; (dvi) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against the Borrower or any Subsidiary that could result in damages or costs to the Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars (exceeding $250,000) 100,000, fines, penalties or moreother sanctions by any Governmental Authority, or claims for injunctive or equitable relief; (evii) such budgetspromptly upon receipt thereof (but in any event no more than three (3) Business Days thereafter), sales projections(A) copies of any amendments, operating plans waivers, consents or other modifications to the ABL Debt Documents and (B) notices of default required to be delivered pursuant to the ABL Debt Documents and (viii) other financial information as any Lender the Holder may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportrequest.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) when there are Advances outstanding under the Revolving Line, as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statementincome, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms Form 10-K K, as soon as available, but in any event within ninety (90) days after the end of Borrower’s fiscal year, and all reports on Form 10-Q as soon as available, but in any event within forty-five (45) days after the end of each fiscal quarter, filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorstime; and (f) (i) within thirty (30) days of the last day of each yearfiscal quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property property, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and (ii) promptly after filing, written notice C of the filing of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmentthis Agreement. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto C hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and a deferred revenue reportappraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower Borrowers shall deliver the following to LendersBank: (a) as soon as available, but in any event within thirty (30) days after the last day of each month, (i) a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, (ii) aged listings of accounts receivable and accounts payable by invoice date, and (iii) a Monthly Recurring Revenue report for the trailing 12 months; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering BorrowerParent’s and its Subsidiaries’ consolidated and consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders Bank and certified by a Responsible Officer, together with a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto; (bc) as soon as available, but in any event within one hundred eighty (180) days after the end of BorrowerParent’s fiscal year (beginning with the 2010 fiscal year), audited consolidated and consolidating financial statements of Borrower Parent prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank (it being acknowledged that MxXxxxxxx & Jxxxx LLP is acceptable to Bank); (cd) as soon as available, but in any event no later than the earlier to occur of sixty (60) days following the beginning of each fiscal year or the date of approval by Parent’s board of directors, an annual operating budget and financial projections (including income statements, balance sheets and cash flow statements) for such fiscal year, presented in a quarterly format, approved by Parent’s board of directors, and in a form and substance acceptable to Bank (each, a “Financial Plan”); (e) copies of all statements, reports and notices sent or made available generally by a Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission, with Borrower’s posting of materials on the SEC’s EXXXX database satisfying such reporting obligation; (df) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against a Borrower or any Subsidiary that could result in damages or costs to a Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; and (eg) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersLender: (a) (i) as soon as available, but in any event within thirty twenty five (3025) days after the last day of each month, a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto including a comparison of the actual consolidated cash balance at the end of the previous month to the minimum required cash balance; (b) as soon as available, but in any event within forty five (45) days after the end of each calendar monthfiscal quarter, a company prepared consolidated balance sheet, income statementincome, and cash flow statement statements covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form and prepared or reviewed by an independent certified public accounting firm reasonably acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently appliedLender, in a form acceptable to Lenders and certified Lender, along with a Compliance Certificate signed by a Responsible OfficerOfficer in substantially the form of Exhibit D hereto; (be) as soon as available, but in any event within one hundred eighty twenty (180120) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersLender; (cd) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; (de) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; and (ef) such budgets, sales projections, operating plans or plans, other financial information including information related to the verification of Borrower's Accounts as any Lender may reasonably request from time to time includingtime; provided, however, that Borrower shall not be required to provide the financial statements referred to in the preceding subsections (b) and (c) for any period with respect to which it has timely filed its reports on Form 10-Q or 10-K, as soon as availableapplicable, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date provided copies of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportpreceding subsection (d).

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) within five (i) as soon as available, but in any event within thirty (305) days after the end of each calendar monthfiling, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; (db) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (ec) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time includingtime. Immediately prior to an Advance under the Committed Revolving Line which would increase the Outstanding Balance in excess of Two Million Five Hundred Thousand Dollars ($2,500,000) under the Committed Revolving Line, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, Borrower shall deliver to Bank a report Borrowing Base Certificate signed by Borrowera Responsible Officer in substantially the form of EXHIBIT C hereto, together with aged listings of accounts receivable and accounts payable. When there is an Outstanding Balance in form reasonably acceptable to Lendersexcess of Two Million Five Hundred Thousand Dollars ($2,500,000) under the Committed Revolving Line, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit EXHIBIT C hereto, together with (i) aged listings of accounts receivable and accounts payable. When there is an Outstanding Balance, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with Bank within twenty (20) days after the monthly financial statements end of each month a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit EXHIBIT D hereto and hereto. When there is not an Outstanding Balance, Borrower shall deliver to Bank with the Form 10-Q a deferred revenue reportCompliance Certificate signed by a Responsible Officer in substantially the form of EXHIBIT D hereto. Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every twelve (12) months."

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Lenders---- ------------------------------------------- Bank: (a) as soon as available, but in any event within forty-five (i45) days after the end of each quarter, a company prepared consolidated balance sheet and income statement covering Borrower's consolidated operations during such period, in a form and certified by an officer of Borrower reasonably acceptable to Bank; (b) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, revenue and cash flow expense statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders and certified by a Responsible OfficerBank; and (iic) as soon as available, but in any event within thirty ninety (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (18090) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange CommissionBank; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) prompt notice of any material change in the composition of the Intellectual Property Collateral, including, but not limited to, any subsequent ownership right of the Borrower in or to any Copyright, Patent or Trademark not specified in any intellectual property security agreement between Borrower and Bank or knowledge of an event other than information that is publicly available and applicable generally to Borrower's business practices and industry that materially adversely effects the value of the Intellectual Property Collateral; and (f) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anytime. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of --------- accounts receivable and accounts payablereceivable. Within forty-five (45) days after the last day of each quarter, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit ------- D hereto hereto. - Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and a deferred revenue reportis continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt andand as soon as available, if applicablebut in any event within five (5) days after the filing thereof, all reports filed with the Securities and Exchange Commission including without limitation on Forms 10-K and 10-Q filed with the Securities and Exchange CommissionQ; (dc) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; (ed) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after prior to the end beginning of Borrower’s fiscal year, an annual operating budget in form reasonably acceptable to Bank and approved by Borrower’s board of directors; and (fe) (i) within such budgets, sales projections, operating plans or other financial information as Bank may reasonably request from time to time. Within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and a deferred revenue reportappraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to LendersFoothill: (a) (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar monthmonth during each of Borrower's fiscal years, a company prepared consolidated balance sheet, income statement, and statement of cash flow statement covering Borrower’s consolidated 's operations during such period, prepared in accordance provided, however, that with GAAPrespect to any such month that is the last month of any of Borrower's fiscal quarters, consistently appliedBorrower shall have until the date that is the earlier of (i) the date that is 5 Business Days after the date on which Borrower makes its quarterly earnings release with respect to such fiscal quarter, in a form acceptable to Lenders and certified by a Responsible Officer; and or (ii) as soon as available, but in any event within thirty (30) the date that is 45 days after the end of each calendar quartersuch month, a company prepared consolidating to deliver such balance sheet, income statement, and statement of cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable flows to Lenders Foothill; and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 120 days after the end of each of Borrower’s 's fiscal year (beginning with the 2010 fiscal year)years, audited consolidated financial statements of Borrower for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (a certificate of such accountants addressed to Foothill stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of cash flow and, if prepared, such accountants' letter to management. In addition to the financial statements referred to above, Borrower agrees to deliver such other than a qualification for a going concern) on information relative to Borrower and any Subsidiaries or Affiliates thereof as Foothill reasonably may request and such financial statements of an independent certified public accounting firm reasonably acceptable on a consolidating basis so as to Required Lenders; (c) copies of all statements, reports and notices sent or made available generally by present Borrower to its security holders or to any holders of Subordinated Debt and, if applicablesolely to the extent available, all reports on Forms each such related entity, separately. Together with the above, Borrower also shall deliver to Foothill Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and 10Form 8-Q filed K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any, within 5 Business Days of the date that the same are filed, or any other information that is provided by Borrower to its shareholders, and any other report reasonably requested by Foothill relating to the financial condition of Borrower. Within twenty (20) days after Each month, together with the last day of each monthfinancial statements provided pursuant to Section 6.3(a), Borrower shall deliver to Lenders Foothill a Borrowing Base Certificate certificate signed by a Responsible Certifying Officer to the effect that: (i) all financial statements delivered or caused to be delivered to Foothill hereunder have been prepared in substantially accordance with GAAP (except, in the form case of Exhibit C heretounaudited financial statements, for the lack of footnotes and being subject to year-end audit adjustments) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) for each month that also is the date on which a financial covenant in Section 7.20 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Section 7.20, and (iv) on the date of delivery of such certificate to Foothill there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clauses (i), (ii), or (iii), to the extent of any non-compliance, describing such non-compliance as to which he or she may have knowledge and what action Borrower has taken, is taking, or proposes to take with respect thereto). Borrower shall have issued written instructions to its independent certified public accountants authorizing them to communicate with Foothill and to release to Foothill whatever financial information concerning Borrower that Foothill may request. Borrower hereby irrevocably authorizes and directs all auditors, accountants, or other third parties to deliver to Foothill, at Borrower's expense, copies of Borrower's financial statements, papers related thereto, and other accounting records of any nature in their possession, and to disclose to Foothill any information they may have regarding Borrower's business affairs and financial conditions. Each year, together with (i) aged listings of accounts receivable and accounts payablethe financial statements provided pursuant to Section 6.3(b), and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements Foothill a Compliance Certificate certificate signed by a Responsible Certifying Officer specifying, as to each Foreign Subsidiary of Borrower, the amounts of assets and liabilities and stockholder's equity of such Foreign Subsidiary as of the end of the year then ended. Borrower hereby agrees that, in substantially respect of any Foreign Subsidiary whose capitalization has materially improved (in Foothill's reasonable determination) and upon Foothill's reasonable request therefor, Borrower shall execute and deliver to Foothill a supplement to the form Pledge Agreement pursuant to which Borrower shall pledge to Foothill all of Exhibit D hereto Borrower's right, title, and interest in and to such Foreign Subsidiary's equity securities (other than the Excluded Foreign Portion) and deliver to Foothill all Negotiable Collateral, if any, in respect of same, unless and to the extent that doing so would, in any material respect, violate applicable law or cause a deferred revenue reportbreach or default under any material contract, agreement, or arrangement binding on such Subsidiary.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to Lenders: (a) Deliver to Bank: (i) (A) as soon as available, but in any event within no later than thirty (30) days after the end last day of each calendar monthReconciliation Period, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering BorrowerParent’s consolidated operations during such the period, prepared in accordance with GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Lenders Bank, (B) as soon as available, but no later than thirty (30) days after the last day of each fiscal quarter, all notes and schedules with respect to the balance sheets and income statements described in clause (A) above applicable to such fiscal quarter, certified by a Responsible OfficerOfficer and in a form acceptable to Bank, and (C) as soon as available, but no later than thirty (30) days after the last day of each fiscal quarter, a company prepared consolidating balance sheet and income statement covering the operations of Parent and its Subsidiaries, and all Subsidiaries of such Subsidiaries, and so on, during the fiscal quarter, certified by a Responsible Officer and in a form acceptable to Bank; and (ii) as soon as available, but in any event within thirty no later than one hundred twenty (30120) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end last day of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated and consolidating financial statements of Borrower prepared in accordance with under GAAP, consistently appliedapplied (and in all events covering Parent and its Subsidiaries, and all Subsidiaries of such Subsidiaries, and so on), together with an unqualified opinion (other than except that such opinion may have a qualification for a “going concern” qualification) on such the financial statements of from an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) within five (5) days of being made available, copies of all statements, reports and notices sent or made available generally by Borrower to its Borrower’s security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange CommissionDebt; (div) promptly upon receipt of notice thereof, a prompt report of any legal actions pending or threatened against Borrower or any Subsidiary that could would reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000150,000.00) or moremore or would reasonably be expected to have a material adverse effect on the business of the Consolidated Group, taken as a whole; (ev) as soon as available, but at least annually and no later than thirty (30) days after approval thereof by Parent’s board of directors, and contemporaneously with any updates or amendments thereto, Parent’s annual financial projections, prepared on a consolidated and consolidating basis (but in any event covering Borrower), approved by Parent’s board of directors, together with any related business forecasts used in the preparation of such annual financial plans and projections; and (vi) budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportBank.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end an officer of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form Borrower reasonably acceptable to Lenders and certified by a Responsible OfficerBank; (b) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary of Borrower that could result in damages or costs to Borrower or any such Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (ed) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than time. Within thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each calendar month, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payablereceivable. Within thirty (30) days after the last day of each calendar month, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and a deferred revenue reportis continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to Agent each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to LendersAgent: (a) (i) as soon as available, but in any event within thirty 30 days (3045 days in the case of a month that is the end of one of Parent’s fiscal quarters) days after the end of each calendar monthfiscal month during each of Parent’s fiscal years, a company prepared (a) an unaudited consolidated and consolidating balance sheet, income statement, and statement of cash flow statement covering BorrowerParent’s consolidated and its Subsidiaries’ operations during such period, prepared in accordance with GAAP, consistently appliedperiod and compared, in the case of such balance sheet, to the end of the prior fiscal year, and in the case of such statements of income and cash flow, to the prior year period and plan and (b) a form acceptable to Lenders and certified by a Responsible Officer; and Compliance Certificate attaching (i) the financial statements described in clause (a) above, (ii) the Excess Availability Calculation, the Leverage Ratio Calculation, the calculation of Fixed Charge Coverage Ratio and the calculation of Adjusted EBITDA, each in form and containing sufficient detail satisfactory to Agent, (iii) a schedule of all Hedge Agreements entered into by Parent or any of its Subsidiaries with any Lender and/or any Affiliates of any Lender, which schedule shall show whether such Hedge Agreement is secured pursuant to any of the Loan Documents. as soon as available, but in any event within thirty (30) 45 days after the end of each calendar quarterfiscal quarter during each of Parent’s fiscal years, a company prepared (c) an unaudited consolidated and consolidating balance sheet, income statement, statement of cash flow, and cash flow statement of shareholder’s equity covering BorrowerParent’s consolidating and its Subsidiaries’ operations during such period, prepared and compared to the prior year period and plan, together with a corresponding discussion and analysis of results from management and (d) a Compliance Certificate attaching (i) the financial statements described in accordance clause (a) above, (ii) the Excess Availability Calculation, the Leverage Ratio Calculation, the calculation of Fixed Charge Coverage Ratio and the calculation of Adjusted EBITDA, each in form and containing sufficient detail satisfactory to Agent, (iii) a schedule of all Hedge Agreements entered into by Parent or any of its Subsidiaries with GAAPany Lender and/or any Affiliates of any Lender, consistently applied, in a form acceptable which schedule shall show whether such Hedge Agreement is secured pursuant to Lenders and certified by a Responsible Officer; (b) any of the Loan Documents. as soon as available, but in any event within one hundred eighty (180) 90 days after the end of Borrowereach of Parent’s fiscal year years, (beginning with the 2010 fiscal year), audited e) consolidated and consolidating financial statements of Borrower Parent 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 (A) “going concern” or like qualification or exception or (B) qualification or exception as to the scope of such audit, by such accountants to have been prepared in accordance with GAAP, consistently applied, together with an unqualified opinion GAAP (other than a qualification for a going concern) on such audited financial statements to include a balance sheet, income statement, statement of an independent certified public accounting firm reasonably acceptable cash flow, and statement of shareholder’s equity and, if prepared, such accountants’ letter to Required Lenders; management), and (f) a Compliance Certificate attaching (i) the financial statements described in clause (c) copies above, (ii) supplemental Schedules in accordance with the Credit Agreement, (iii) the Excess Availability Calculation, the Leverage Ratio Calculation, the calculation of Fixed Charge Coverage Ratio and the calculation of Adjusted EBITDA, each in form and containing sufficient detail satisfactory to Agent, and (iv) a schedule of all statementsHedge Agreements entered into by Parent or any of its Subsidiaries with any Lender and/or any Affiliates of any Lender, reports and notices sent or made available generally by Borrower to its security holders or which schedule shall show whether such Hedge Agreement is secured pursuant to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, Loan Documents. as soon as available, but in any event no later than thirty (30) within 45 days after the end start of Borrowereach of Parent’s fiscal years, (g) copies of Parent’s Projections, in form and containing sufficient detail (including as to scope and underlying assumptions, subject to the qualifications in Section 4.16 of the Agreement) reasonably satisfactory to Agent, in its Permitted Discretion, for the forthcoming 3 years, year by year, and for the forthcoming fiscal year, an month by month, certified by the chief financial officer of Parent as being the good faith estimate of the financial performance of Parent and its consolidated Subsidiaries during the period covered thereby. if and when filed by Parent, (h) Form 10-Q quarterly reports, Form 10-K annual operating budget approved by Borrower’s board of directors; reports, and (f) Form 8-K current reports, (i) within thirty (30) days of any other material filings made by Parent with the last day of each yearSEC, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (iij) promptly any other material information that is provided by Parent to its shareholders generally. (It is understood and agreed that in the event Agent, after filingthe Closing Date, written notice notifies Parent that electronic delivery of items (h), (i) and (j) is acceptable, then such electronic delivery shall be deemed to satisfy the requirements of items (h), (i) and (j).) Concurrently with the filing of Parent’s Form 10-Q quarterly report and Form 10-K annual report, (k) a list of any applications Material Contracts entered into by a Loan Party since the most recent such filing. promptly after being furnished or registrations with received, (l) copies of all notices, reports, certificates and other information furnished to or received from any of the United States Patent and Trademark Office and holders of the United States Copyright OfficeSecured Notes, including the date or any other trustee, agent or representative of such filing holders (including any notices or other documents relating to any default or potential default thereunder, but in any event excluding routine notices, reports and the registration or application numberscertificates of an administrative nature), if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.and

Financial Statements, Reports, Certificates. Borrower shall deliver the following ------------------------------------------- to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) within five (5) days upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anytime. Within twenty (20) days after the last day of each monthmonth in which an Advance is outstanding, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit ------- C hereto, together with (i) aged listings of accounts receivable and accounts payable- payable and an RFU backlog report in form reasonably acceptable to Bank. Borrower shall also deliver such Borrowing Base Certificate, aged listings and (ii) perpetual inventory reports backlog report as a condition to requesting an Advance in a month for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or which Bank has not already received such other inventory reports as are requested by Lenders in their good faith business judgmentdocuments. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. --------- Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and a deferred revenue reportis continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end an officer of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form Borrower reasonably acceptable to Lenders and certified by a Responsible OfficerBank; (b) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms Form 10-K and K, 10-Q and 8-K filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than time. Within thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit EXHIBIT C hereto, together with (i) aged listings of accounts receivable and accounts payablereceivable. Within thirty (30) days after the last day of each month, and within five (ii5) perpetual inventory reports for the Inventory valued on a first-indays after filing, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit EXHIBIT D hereto hereto. Bank shall have a right from time to time hereafter to audit Borrower's Accounts at Borrower's expense, provided that such audits will be conducted no more often than annually, unless an Event of Default has occurred and a deferred revenue reportis continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to LendersAgent: (a) (i) as soon as available, but in any event within thirty 30 days (3045 days in the case of a month that is the end of one of Parent Borrower’s fiscal quarters) days after the end of each calendar monthmonth during each of Borrower’s fiscal years, a company prepared (a) an unaudited consolidated and consolidating balance sheet, income statement, and statement of cash flow and statement of shareholder’s equity covering Parent Borrower’s consolidated and its Subsidiaries’ operations during such periodperiod and compared to the prior period and plan, prepared in accordance together with GAAPa corresponding discussion and analysis of results from management, consistently applied(b) a Compliance Certificate along with the underlying calculations, in including the calculations to arrive at EBITDA to the extent applicable, (c) a form acceptable calculation of the Fixed Charge Coverage Ratio that is required to Lenders and certified by a Responsible Officer; be delivered under the Agreement, and (iid) any compliance certificate delivered under the Term Loan Credit Agreement. as soon as available, but in any event within thirty (30) 45 days after the end of each calendar quarterquarter during each of Borrower’s fiscal years, a company prepared (e) an unaudited consolidated and consolidating balance sheet, income statement, and statement of cash flow and statement of shareholder’s equity covering Parent Borrower’s consolidating and its Subsidiaries’ operations during such periodperiod and compared to the prior period and plan, prepared in accordance with GAAPGAAP as well as on an internally-determined “xxxx to market” basis, consistently appliedtogether with a corresponding discussion and analysis of results from management, in (f) a form acceptable certification of compliance with all applicable United States Department of Agriculture and the Food and Drug Administration rules and policies and rules and policies of any other Governmental Authority relating to Lenders Food Security Laws, including, if requested by Agent, a third-party expert certification audit or Food and certified by a Responsible Officer; (b) Drug Administration inspection of the Loan Parties quality system. as soon as available, but in any event within one hundred eighty (180) 90 days after the end of each of Parent Borrower’s fiscal year years, (beginning with the 2010 fiscal year), audited g) consolidated and consolidating financial statements of Parent 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 (A) “going concern” or like qualification or exception, (B) qualification or exception as to the scope of such audit, or (C) qualification which relates to the treatment or classification of any item and which, as a condition to the removal of such qualification, would require an adjustment to such item, the effect of which would be to cause any noncompliance with Article 7 of the Agreement (other than any qualification or exception attributable solely to the occurrence of the stated maturity of any Revolving Loans within 12 months after the date of such opinion)), by such accountants to have been prepared in accordance with GAAP, consistently applied, together with an unqualified opinion GAAP (other than a qualification for a going concern) on such audited financial statements to include a balance sheet, income statement, statement of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies cash flow, and statement of all statementsshareholder’s equity, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if prepared, such accountants’ letter to management), as well as on an internally-determined “xxxx-to-market” basis, (h) a Compliance Certificate along with the underlying calculations, including the calculations to arrive at EBITDA to the extent applicable, all reports on Forms 10-K (i) a calculation of the Fixed Charge Coverage Ratio that is required to be delivered under the Agreement, and 10-Q filed with (j) any compliance certificate delivered under the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, Term Loan Credit Agreement. as soon as available, but in any event no later than thirty (30) within 15 days after the end start of each of Parent Borrower’s fiscal yearyears, an annual operating budget approved by (k) copies of Parent Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by BorrowerProjections, in form reasonably acceptable and substance (including as to Lendersscope and underlying assumptions) satisfactory to Agent, listing in its Permitted Discretion, for the forthcoming 3 years, certified by the chief financial officer of Parent Borrower as being such officer’s good faith estimate of the financial performance of Parent Borrower during the period covered thereby. if and when filed by Parent Borrower, (l) Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports (if any applications when requested by Agent), (m) any other filings made by Parent Borrower with the SEC, and (n) any other information that is provided by Parent Borrower to its shareholders generally. promptly, but in any event within 5 days after Borrower has knowledge of any event or registrations condition that constitutes a Default or an Event of Default, (o) notice of such event or condition and a statement of the curative action that Borrower has made or filed in proposes to take with respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) thereto. promptly after filingthe commencement thereof, written notice of the filing of but in any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) event within 5 days after the last day service of each monthprocess with respect thereto on Parent Borrower or any of its Subsidiaries, (p) notice of all actions, suits, or proceedings brought by or against Parent Borrower shall deliver or any of its Subsidiaries before any Governmental Authority which reasonably could be expected to Lenders result in a Borrowing Base Certificate signed Material Adverse Effect. upon the request of (t) any other information reasonably requested relating to the financial Agent, condition of Parent Borrower or its Subsidiaries. as and when required by a Responsible Officer in substantially the form Term Loan Credit Agreement, (u) any other information required to be delivered to the Term Loan Agent pursuant to Section 5.1 of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmentTerm Loan Credit Agreement. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.Schedule 5.2

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty twenty (3020) days after the end of each calendar month, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s 's consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of Borrower’s fiscal year (beginning with the 2010 's fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,00050,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but generally prepared by Borrower in any event no later than thirty (30) days after the end ordinary course of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorsbusiness; and (f) within twenty-five (i) within thirty (3025) days of the last day of each yearfiscal quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s 's intellectual property property, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and (ii) promptly after filing, written notice C of the filing of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anythis Agreement. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly and quarterly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. Bank shall have a right from time to time hereafter to audit Borrower's Accounts and a deferred revenue reportappraise Collateral at Borrower's expense, provided that such audits will be conducted no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, income statement, and statement of cash flow statement flows covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited (or such other level as is required by the Investment Agreement, if any) consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an opinion, which is either unqualified opinion (other than or qualified only for going concern due to a qualification for a going concern) projected inability to finance future operations, on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) an annual budget approved by Borrower’s Board of Directors as soon as available but not later than January 31 of each fiscal year of Borrower during the term of this Agreement; (iv) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (dv) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 1,000,000 or more; (evi) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but time; (viii) promptly upon request by Bank (which in any event no later than thirty (30shall be delivered within 3 Business Days) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorssuch updates on regulatory and litigation matters as Bank may reasonably request from time to time; and (f) (iix) within thirty (30) 30 days of the last day of each yearfiscal quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) as soon as available, but in any event within fifteen (15) days after the end of each month, (i) a company prepared consolidated balance sheet and income statement covering each Borrower's consolidated operations during such period, certified by an officer of each Borrower reasonably acceptable to Bank and (ii) a company prepared consolidated and consolidating balance sheet and income statement covering Parent's consolidated operations during such period; (b) (i) as soon as available, but in any event within thirty ninety (3090) days after the end of each calendar monthParent's fiscal year, a company prepared audited consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, consolidating financial statements of Parent prepared in accordance with GAAPUnited Kingdom accounting standards, consistently applied, denominated in a form British pounds sterling together with an unqualified opinion on such financial statement of an independent certified public accounting firm reasonably acceptable to Lenders and certified by a Responsible Officer; Banks, and (ii) as soon as available, but in any event within thirty one hundred twenty (30120) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 Parent's fiscal year), audited consolidated financial statements of Borrower Parent prepared in accordance with GAAPUnited Kingdom accounting standards, consistently applied, denominated in U.S. dollars, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (c) within five (5) days of filing, copies of all statements, reports and notices sent or made available generally by Borrower Borrowers to its security holders or to any holders of Subordinated Debt and(except for those statements, if applicable, reports or notices sent or made available solely to Parent) and all reports on Forms Form 10-K and 10K, I 0-Q and 8-K filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower Borrowers or any Subsidiary that Borrowers' management reasonably believes could result in damages or costs to Borrower Borrowers or any Subsidiary of Two One Hundred Fifty Thousand Dollars ($250,000100,000) or more; and (e) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if anytime. Within twenty fifteen (2015) days after the last day of each month, Borrower Borrowers shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower Borrowers shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer of each Borrower in substantially the form of Exhibit D hereto hereto. Bank shall have a right from time to time hereafter to audit Borrowers' Accounts at Borrowers' expense, provided that such audits will be conducted prior to making the initial Advance or issuing the initial Letter of Credit pursuant to Section 2 and a deferred revenue reportthereafter no more often than every six (6) months unless an Event of Default has occurred and is continuing.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty twenty-five (3025) days after the end last day of each calendar monthReporting Period, a company prepared consolidated and consolidating balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated operations during such period, period prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank (it being agreed that as of the Closing Date, Ernst & Young LLP is acceptable to Bank) which opinion is either unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed or required to be filed with the Securities and Exchange Commission; (div) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Five Hundred Fifty Thousand Dollars ($250,000500,000) or more; (ev) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than thirty (30) days after the last day of each fiscal year, Borrower’s financial and business projections and budget for the immediately following year (with monthly and quarterly detail), with evidence of approval thereof by Borrower’s board of directors; and (vii) such budgets, sales projections, operating plans or other financial information of Borrower as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty time. (30b) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and Within twenty-five (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (2025) days after the last day of each monthReporting Period, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C D hereto, together with (i) aged listings by invoice date of accounts receivable and accounts payable, and (ii) perpetual inventory reports for detailed schedules supporting the Inventory valued on a firstcalculations of Applicable Bookings, the Subscription Renewal Rate and the Advance Rate. (c) Within twenty-infive (25) days after the last day of each Reporting Period, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders Bank with the monthly financial statements required under Section 6.2(a)(i) a Compliance Certificate certified as of the last day of the applicable Reporting Period and signed by a Responsible Officer in substantially the form of Exhibit D hereto E hereto. (d) Immediately upon becoming aware of the occurrence or existence of an Event of Default hereunder, a written statement of a Responsible Officer setting forth details of the Event of Default, and the action which Borrower has taken or proposes to take with respect thereto. (e) Bank shall have the inspection, audit, appraisal and other rights set forth in Section 4.3. Borrower may deliver to Bank on an electronic basis any certificates, reports or information required pursuant to this Section 6.2, and Bank shall be entitled to rely on the information contained in the electronic files, provided that Bank in good faith believes that the files were delivered by a deferred revenue report.Responsible Officer. If Borrower delivers this information electronically, it shall also deliver to Bank by U.S. Mail, reputable overnight courier service, hand delivery, facsimile or .pdf file within five (5) Business Days of submission of the unsigned electronic copy the certification of monthly financial statements, the Borrowing Base Certificate and the Compliance Certificate, each bearing the physical signature of the Responsible Officer. [May 11, 2011]

Financial Statements, Reports, Certificates. Borrower shall agrees to deliver the following to LendersFoothill: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month during each of Borrower’s fiscal years (except for those months that are the end of a fiscal quarter, in which case Borrower shall deliver such information to Foothill within forty-five (45) days after the end of such month), a company prepared consolidated balance sheet, income statement, detailed calculation of EBITDA for the month and trailing twelve months, and, in the case of quarter-end statements, cash flow statement covering Borrower’s consolidated and its Subsidiaries’ operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty ninety (18090) days after the end of each of Borrower’s fiscal year (beginning with the 2010 fiscal year)years, audited consolidated financial statements of Borrower for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Foothill and certified, without any qualifications, by such accountants to have been prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any no event no later than thirty Tuesday of each week, a rolling 13-week cash flow forecast (30in form and substance reasonably satisfactory to Foothill) days after the end of covering Borrower’s fiscal yearand its Subsidiaries’ operations during such period, an annual operating budget approved by Borrowertogether with a certificate from the chief accounting officer of Borrower representing and warranting that such 13-week cash flow forecast represents management’s board good faith estimates of directorsfuture financial performance, based on historical performance; and (fd) (i) within thirty (30) days of the last day as soon as available but in no event later than Tuesday of each yearweek, a detailed rolling month to date report signed by Borrower, (in form and substance reasonably acceptable satisfactory to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Foothill) covering Borrower’s intellectual property and its Subsidiaries’ cash and Cash Equivalents, including an indication of which amounts constitute Qualified Cash. Such financial statements (audited and unaudited) set forth in subsections (a) and (iib) promptly after filingherein shall include a balance sheet, written notice of the filing of any applications or registrations with the United States Patent profit and Trademark Office loss statement, and the United States Copyright Office, including the date of such filing and the registration or application numberscash flow statement and, if anyprepared, such accountants’ letter to management. Within twenty (20) days after the last day of each month, Borrower shall agrees to deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued financial statements prepared on a first-in, first-out consolidating basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports so as are requested by Lenders in their good faith business judgment. to present Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporteach consolidated entity separately.”

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, sheet and income statement, and cash flow statement covering Borrower’s and its Subsidiaries’ consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower and its Subsidiaries prepared in accordance with GAAP, consistently applied, together with an opinion which is unqualified opinion (other than a qualification including, except with respect to the audited consolidated financial statements for a the 2019 fiscal year, no going concernconcern comment or qualification) or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, in their capacity as such and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (div) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000250,000.00) or more; (ev) promptly upon receipt, each management letter delivered to Borrower by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than December 31 of each fiscal year, Borrower’s board submitted management preliminary outlook, and, as soon as available, but in any event not later than March 31 of each fiscal year, Borrower’s financial and business projections and budget, by month, for such fiscal year, with evidence of approval thereof by Borrower’s board of managers (as amended or revised from time to time by the Borrower’s board of managers, the “Projections”); (vii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorstime; and (f) (iviii) within thirty (30) days of the last day of after each yearfiscal year end, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. (a) Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty twenty-five (3025) days after the end last day of each calendar monthReporting Period, a company prepared consolidated and consolidating balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated operations during such period, period prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders Bank and certified by a Responsible Officer; (bii) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank (it being agreed that as of the Closing Date, Ernst & Young LLP is acceptable to Bank) which opinion is either unqualified (including no going concern comment or qualification) or otherwise consented to in writing by Bank; (ciii) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed or required to be filed with the Securities and Exchange Commission; (div) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Five Hundred Fifty Thousand Dollars ($250,000500,000) or more; (ev) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems; (vi) as soon as available, but in any event not later than thirty (30) days after the last day of each fiscal year, Borrower’s financial and business projections and budget for the immediately following year (with monthly and quarterly detail), with evidence of approval thereof by Borrower’s board of directors; and (vii) such budgets, sales projections, operating plans or other financial information of Borrower as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reporttime.

Financial Statements, Reports, Certificates. Borrower shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statementincome, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders Bank and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty ten (18010) days after the end of Borrower’s fiscal year (beginning filing with the 2010 fiscal yearSecurities and Exchange Commission (“SEC”), audited consolidated financial statements of Borrower prepared in accordance all reports on Forms 10 K and 10 Q filed with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lendersthe SEC; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange CommissionDebt; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) as soon as available, but in any event within sixty (60) days after each fiscal year end, Borrower’s operating budget as approved by its Board of Directors and acceptable to Bank; and (f) such budgets, sales projections, operating plans or other financial information as any Lender Bank may reasonably request from time to time includingtime. Prior to requesting an Advance or at anytime an Advance is outstanding, as soon as available, but in any event no later than thirty within seven (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (207) days after the last day of each month, Borrower shall deliver to Lenders Bank a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, payable and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmentan unbilled contract schedule. Borrower shall deliver to Lenders Bank with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto hereto. Bank shall have a right from time to time hereafter to audit Borrower’s Accounts and a deferred revenue report.appraise Collateral at Borrower’s expense, provided that such audits will be conducted no more often than every twelve (12) months unless an Event of Default has occurred and is continuing. Bank shall also have the right to request from Borrower copies of any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights or Trademarks and the status of any active or pending material United States applications or registrations, as well as any information regarding any material change in Borrower’s Intellectual Property Collateral (other than foreign applications and registrations), including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and C of any Intellectual Property Security Agreement delivered to Bank by Borrower in connection with this Agreement;

Financial Statements, Reports, Certificates. Borrower shall deliver the following Deliver to LendersAgent: (a) (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar monthmonth during each of Borrower's fiscal years, a company prepared consolidated balance sheet, income statement, and statement of cash flow statement covering Borrower’s consolidated 's operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 90 days after the end of each of Borrower’s 's fiscal year (beginning with the 2010 fiscal year)years, audited consolidated financial statements of Borrower for each such fiscal year, audited by independent certified public accountants reasonably acceptable to Agent and certified, without any qualifications (except to the extent the accountants may qualify their certification concerning the January 31, 1998 statements by reason of the impact or potential impact of Borrower's Chapter 11 case), by such accountants to have been prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on certificate of such accountants addressed to Agent stating that such accountants do not have knowledge of the existence of any Default or Event of Default. Such audited financial statements shall include a balance sheet, profit and loss statement, and statement of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt cash flow and, if applicableprepared, all reports on Forms such accountants' letter to management. If Borrower is a parent company of one or more Subsidiaries, or Affiliates, or is a Subsidiary or Affiliate of another company, then, in addition to the financial statements referred to above, Borrower agrees to deliver unconsolidated financial statements as to each Guarantor or Affiliate, and consolidated financial statements as to Borrower, Affiliates and Guarantors. Together with the above, Borrower also shall deliver to Agent Borrower's Form 10-Q Quarterly Reports, Form 10-K Annual Reports, and 10Form 8-Q filed K Current Reports, and any other filings made by Borrower with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time includingif any, as soon as availablethe same are filed, but in or any event no later than thirty (30) days after other information that is provided by Borrower to its shareholders, and any other report reasonably requested by Agent relating to the end financial condition of Borrower’s fiscal year. Each month, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations together with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each monthfinancial statements provided pursuant to this Section 6.3, Borrower shall deliver to Lenders Agent a Borrowing Base Certificate certificate signed by a Responsible Officer in substantially its chief financial officer to the form of Exhibit C hereto, together with effect that: (i) aged listings all financial statements delivered or caused to be delivered to Agent hereunder have been prepared in accordance with GAAP (except, in the case of accounts receivable unaudited financial statements, for the lack of footnotes and accounts payablebeing subject to year-end audit adjustments) and fairly present the financial condition of Borrower, (ii) the representations and warranties of Borrower contained in this Agreement and the other Loan Documents are true and correct in all material respects on and as of the date of such certificate, as though made on and as of such date (except to the extent that such representations and warranties relate solely to an earlier date), (iii) for each month that also is the date on which a financial covenant in Sections 7.20, 7.21, 7.22 is to be tested, a Compliance Certificate demonstrating in reasonable detail compliance at the end of such period with the applicable financial covenants contained in Sections 7.20, 7.21, 7.22, and (iv) on the date of delivery of such certificate to Agent there does not exist any condition or event that constitutes a Default or Event of Default (or, in the case of clause (i), (ii) perpetual inventory reports for ), or (iii), to the Inventory valued on a firstextent of any non-incompliance, firstdescribing such non-out basis at the lower of cost compliance as to which he or market (in accordance she may have knowledge and what action Borrower has taken, is taking, or proposes to take with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgmentrespect thereto). Borrower shall and shall cause each Guarantor to have issued written instructions to its independent certified public accountants authorizing them to communicate with Agent and to release to Agent whatever financial information concerning Borrower or Guarantor that Agent may reasonably request in connection with compliance by Borrower with this Agreement and the performance by Borrower of its obligations hereunder. Borrower hereby irrevocably authorizes and directs all auditors or accountants to deliver to Lenders with the monthly Agent, at Borrower's expense, copies of Borrower's financial statements a Compliance Certificate signed (including draft versions of any financial statement which has not been delivered within the time periods required by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Section 6.3).

Financial Statements, Reports, Certificates. Borrower Parent shall deliver the following to LendersBank: (a) (i) as soon as available, but in any event within thirty (30) 30 days after the end of each calendar month, a company prepared consolidated and consolidating balance sheet, sheet and income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form reasonably acceptable to Lenders Bank and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) 180 days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited (or such other level as is required by the Investment Agreement) consolidated and consolidating financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification which is either unqualified, qualified only for a going concern) concern so long as Borrower’s investors provide additional equity as needed or otherwise consented to in writing by Bank on such financial statements of an independent certified public accounting firm reasonably acceptable to Required LendersBank; (ciii) a 2009 monthly, Board approved operating plan, including income statement and balance sheet, no later than December 15, 2008; (iv) annual budget approved by Borrower’s Board of Directors as soon as available but not later than 60 days after the beginning of the applicable fiscal year; (v) if applicable, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, and all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (dvi) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened in writing against Borrower or any Subsidiary that could reasonably be expected to result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) 250,000 or more; (evii) promptly upon receipt, each management letter prepared by Borrower’s independent certified public accounting firm regarding Borrower’s management control systems, (viii) such budgets, sales projections, operating plans or other financial information generally prepared by Borrower in the ordinary course of business as any Lender Bank may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directorstime; and (f) (iix) within thirty (30) 30 days of the last day of each yearfiscal quarter, a report signed by Borrower, in form reasonably acceptable to LendersBank, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of or Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property Intellectual Property Collateral, including but not limited to any subsequent ownership right of Borrower in or to any Trademark, Patent or Copyright not specified in Exhibits A, B, and (ii) promptly after filing, written notice of the filing C of any applications or registrations Intellectual Property Security Agreement delivered to Bank by Borrower in connection with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue reportthis Agreement.

Financial Statements, Reports, Certificates. Borrower shall deliver Deliver to Agent (and if so requested by Agent, with copies for each Lender) each of the financial statements, reports, or other items set forth below at the following times in form satisfactory to LendersAgent: (a) (i) as soon as available, but available and in any event within thirty fifty (3050) days after the end of each calendar monthof the first three fiscal quarters of each fiscal year of the Borrower, a company prepared (a)unaudited consolidated balance sheet, income statement, financial statements of (i) the Borrower and cash flow statement covering Borrower’s its consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; Subsidiaries and (ii) the MLP and its consolidated Subsidiaries, in each case as of the end of such fiscal quarter, and in the case of the income statement, the then elapsed portion of such fiscal year, setting forth in comparative form the results for the corresponding quarter and the corresponding portion of the previous fiscal year and in the case of the cash flow statement, solely the then elapsed portion of such fiscal year, setting forth in comparative form the results for the corresponding portion of the previous fiscal year,(b)an unaudited balance sheet and income statement of the Borrower and its consolidated Subsidiaries other than the MLP Subsidiaries and any Unrestricted Subsidiaries, for such fiscal quarter, and (c)a Compliance Certificate signed by the chief financial officer or other Authorized Person of the Borrower and any management letters issued by the accounting firm in connection with such financial statements. as soon as available, but available and in any event within thirty ninety (3090) days after the end of each fiscal year of the Borrower, Projections for the consolidated business of the Borrower and its consolidated Subsidiaries other than the MLP Subsidiaries and any Unrestricted Subsidiaries, on an annual basis for the immediately following three (3) calendar years and on a quarter-by-quarter basis with respect to the immediately following calendar year, in each case certified by the chief financial officer or other principal executive officer of the Borrower as being such officer’s good faith estimate of the financial performance of the Borrower and its consolidated Subsidiaries other than the MLP Subsidiaries and any Unrestricted Subsidiaries for the period covered thereby. as soon as available and in any event within one hundred twenty (120) days after the end of each fiscal year of the Borrower, (a)the annual audited financial statements for such fiscal year for (i) the Borrower and its consolidated Subsidiaries and (ii) the MLP and its consolidated Subsidiaries, in each case containing a company prepared consolidating consolidated balance sheetsheet as of the end of such fiscal year and the related consolidated statements of income, income statement, stockholders’ equity and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance flows (together with GAAP, consistently appliedall footnotes thereto), in a each case for such fiscal year, setting forth in each case in comparative form acceptable to Lenders the figures for the previous fiscal year, all in reasonable detail and certified by a Responsible Officer; nationally recognized firm of certified public accountants and accompanied by an opinion that is not qualified by any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit and to the effect that such financial statements present fairly in all material respects the financial condition and the results of operations for such fiscal year on a consolidated basis in accordance with GAAP and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards, (bb)the annual unaudited balance sheet and income statement of the Borrower and its consolidated Subsidiaries other than the MLP Subsidiaries and any Unrestricted Subsidiaries, and (c)a Compliance Certificate signed by the Chief Financial Officer or other principal executive officer of the Borrower and any management letters issued by the accounting firm in connection with such financial statements. if and when filed by the Borrower, Form 10-Q quarterly reports, Form 10-K annual reports, and Form 8-K current reports. Schedule 5.1 (Term Loan Agreement) as soon as availablepromptly, but in any event within one hundred eighty five (1805) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report Loan Party has knowledge of any legal actions pending event or threatened against Borrower condition that constitutes a Default or any Subsidiary an Event of Default, notice of such event or condition and a statement of the curative action that could result in damages such Loan Party proposes to take with respect thereto. promptly after the filing or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as availablecommencement thereof, but in any event no later than thirty within five (305) days after the end of Borrower’s fiscal yearBorrower or any Subsidiary has knowledge thereof, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing or commencement or, or any written threat or written notice of intention of any applications Person to file or registrations commence, any action, suit or proceeding, whether at law or in equity, brought by or against the Borrower or any of its Restricted Subsidiaries, by or before any Governmental Authority which reasonably could be expected to result in a Material Adverse Effect. promptly, but in any event within five (5) days after any Loan Party has knowledge of such an action, suit or proceeding, notice of actions, suits, or proceedings that are brought against a Loan Party or any of its Restricted Subsidiaries with asserted liabilities that could reasonably be expected to result in a Material Adverse Effect. Contemporaneously with delivery to the United States Patent ABL Agent or the holder of any other Indebtedness pursuant to any material indenture, loan or credit or similar agreement, (a)copies of notices of borrowing base deficiencies and Trademark Office notices of default under the ABL Facility, (b)copies of any notices of default under any Indebtedness of the Borrower or any Restricted Subsidiary that involves an aggregate principal amount of $50,000,000 or more (including, without limitation, the MLP Credit Facility and the United States Copyright OfficeExisting Promissory Notes, including to the extent the aggregate principal amount thereof exceeds $50,000,000). upon the request of Agent, any other information reasonably requested regarding the results of operations, business affairs and financial condition of the Borrower or its Subsidiaries. Documents required to be delivered pursuant to this Schedule 5.1 shall be delivered electronically and shall be deemed to have been delivered (subject to the proviso below) on the date of (i) on which the Borrower provides a link thereto on the Borrower’s or the MLP’s website on the Internet at the website as identified to the Agent in writing pursuant to the proviso below; or (ii) on which such filing and documents are posted on the registration Borrower’s behalf on an Internet or application numbersintranet website, if any. Within twenty , to which each member of the Lender Group has access (20) days after whether a commercial, third-party website or whether sponsored by the last day of each month, Agent); provided that the Borrower shall deliver notify the Agent (by electronic mail) of the posting of (and the relevant website for) any such documents and, if requested by Agent, provide to Lenders a Borrowing Base Certificate signed Agent by a Responsible Officer electronic mail electronic versions of such documents. Effective July 1, 2017, the Borrower acquired the outstanding common stock of Alon USA Energy, Inc., resulting in substantially the form Borrower as the new post-combination consolidated public registrant renamed as Delek US Holdings, Inc. (“New Delek”), with Alon USA Energy, Inc. and the previous Delek US Holdings, Inc. (“Old Delek”) surviving as wholly-owned subsidiaries of Exhibit C heretothe Borrower (New Delek). The Borrower is the successor issuer to Old Delek and Alon USA Energy, together with (iInc. pursuant to Rule 12g-3(c) aged listings under the Securities Exchange Act of accounts receivable and accounts payable1934, as amended. Unless otherwise noted or the context requires otherwise, the historical financial information described above for the periods prior to July 1, 2017 reflects that of Old Delek, and (ii) perpetual inventory reports the financial information described above for the Inventory valued on a first-inperiods beginning July 1, first-out basis at the lower 2017 reflects that of cost or market New Delek. Schedule 5.1 (in accordance with GAAPTerm Loan Agreement) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.Schedule 5.2