Common use of Financial Statements, Reports Clause in Contracts

Financial Statements, Reports. The Company shall furnish to each holder of the Convertible Notes: (a) Within ten (10) business days of their becoming available, copies of (i) all financial statements, reports, notices and proxy statements and other communications sent or made available by the Company to its security holders, (ii) all regular periodic reports and all registration statements and prospectuses, if any, filed by the Company with any securities exchange or with the SEC, and (iii) all press releases made available by the Company. (b) At the time of delivery of each annual financial statement pursuant to Section 6.1(a), a certificate executed by the Chief Financial Officer or other senior executive officer of the Company stating that such officer has caused this Agreement and the terms of the Convertible Notes to be reviewed and has no knowledge of any default by the Company in the performance or observance of any of the provisions of this Agreement or the Convertible Notes or, if such officer has such knowledge, specifying such default and the nature thereof; (c) Promptly after the commencement thereof, notice of actions, suits, claims, proceedings, investigations and inquiries that, in the reasonable judgment of the Company, if adversely determined would have a Material Adverse Effect on the Company; (d) Within two (2) business days after any executive officer of the Company obtains actual knowledge (i) of any condition or event that constitutes a material default of any of the Company's duties or obligations under this Agreement or the Convertible Notes, or (ii) that any Purchaser has given any notice or taken any action with respect to a claimed default by the Company, a certificate of the Company's Chief Executive or Chief Operating Officer specifying, as applicable, the nature and period of existence of such condition or event, the notice given (and providing a copy thereof), action taken and the nature of such claimed default, event or condition, and what action the Company has taken, is taking and proposes to take with respect thereto. (e) Immediately upon receipt of any notice of any default or acceleration delivered to the Company by any Purchaser, written notice thereof setting forth the name of the person that delivered the notice and the aggregate amount of Convertible Notes held by such person, together with a copy of each such notice.

Financial Statements, Reports. The Company shall furnish Provide Bank with the following by submitting to each holder of the Convertible NotesFinancial Statement Repository or otherwise submitting to Bank: (a) Within ten a Borrowing Base Statement (10) business days of their becoming availableand any schedules related thereto and including any other information requested by Bank with respect to Borrower’s Accounts), copies of including, without limitation, a detailed accounts receivable ledger (i) all financial statementswhen a Streamline Period is not in effect, reportsno later than Friday of each week and with each request for an Advance, notices and proxy statements and other communications sent or made available by the Company to its security holders, (ii) all regular periodic reports when a Streamline Period is in effect, within seven (7) days after the end of each month; (b) within thirty (30) days after the end of each month, (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and all registration statements and prospectusesoutstanding or held check registers, if any, filed and (C) monthly reconciliations of accounts receivable agings (aged by the Company with any securities exchange or with the SECinvoice date), detailed Account Debtor listing, Deferred Revenue report, and (iii) all press releases made available by the Company. (b) At the time of delivery of each annual financial statement pursuant to Section 6.1(a), a certificate executed by the Chief Financial Officer or other senior executive officer of the Company stating that such officer has caused this Agreement and the terms of the Convertible Notes to be reviewed and has no knowledge of any default by the Company in the performance or observance of any of the provisions of this Agreement or the Convertible Notes or, if such officer has such knowledge, specifying such default and the nature thereofgeneral ledger; (c) Promptly as soon as available, but no later than thirty (30) days after the commencement thereoflast day of each month, notice of actions, suits, claims, proceedings, investigations a company prepared balance sheet and inquiries that, income statement covering Borrower’s consolidated operations for such month in a form acceptable to Bank (the reasonable judgment of the Company, if adversely determined would have a Material Adverse Effect on the Company“Monthly Financial Statements”); (d) Within two within thirty (230) business days after any executive officer the last day of each month and together with the Monthly Financial Statements, a completed Compliance Statement confirming that, as of the Company obtains actual knowledge end of such month, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth calculations showing compliance with the financial covenants set forth in this Agreement and such other information as Bank may reasonably request, including, without limitation, a statement that at the end of such month there were no held checks; (e) within the later of thirty (30) days after (i) the last day of any condition or event that constitutes a material default each fiscal year of any of the Company's duties or obligations under this Agreement or the Convertible Notes, Borrower or (ii) that approval by Borrower’s Board of Directors, and in each case, contemporaneously with any Purchaser has given any notice updates or taken any action with respect to amendments thereto, (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the upcoming fiscal year of Borrower, and (B) annual financial projections for the following fiscal year (on a claimed default quarterly basis), in each case as approved by the CompanyBoard, together with any related business forecasts used in the preparation of such annual financial projections; (f) as soon as available, and in any event within one hundred eighty (180) days following the end of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank; provided, however, for any fiscal year for which the Board does not require Borrower to prepare audited financial statements, Borrower shall instead deliver to Bank, as soon as available, but no later than sixty (60) days after the last day of Borrower’s fiscal year, a certificate company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations during such fiscal year in a form reasonably acceptable to Bank; (g) prompt written notice of any changes to the beneficial ownership information set out in items 2(d) and (e) of the Company's Chief Executive Perfection Certificate. Borrower understands and acknowledges that Bank relies on such true, accurate and up-to-date beneficial ownership information to meet Bank’s regulatory obligations to obtain, verify and record information about the beneficial owners of its legal entity customers; (h) in the event that Borrower becomes subject to the reporting requirements under the Exchange Act within five (5) days of filing, copies of all periodic and other reports, proxy statements and other materials filed by Borrower and/or any Guarantor with the SEC, any Governmental Authority succeeding to any or Chief Operating Officer specifyingall of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to be delivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower posts such documents, or provides a link thereto, on Borrower’s website on the internet at Borrower’s website address; provided, however, Borrower shall promptly notify Bank in writing (which may be by electronic mail) of the posting of any such documents; (i) within five (5) days of delivery, copies of all statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; (j) prompt report of any legal actions pending or threatened in writing against Borrower or any of its Subsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, Fifty Thousand Dollars ($50,000) or more; and (k) promptly, from time to time, such other information regarding Borrower or compliance with the terms of any Loan Documents as reasonably requested by Bank. Any submission by Borrower of a Compliance Statement, or any other financial statement submitted to the Financial Statement Repository pursuant to this Section 6.2 or otherwise submitted to Bank shall be deemed to be a representation by Borrower that (i) as of the date of such Compliance Statement, Borrowing Base Statement or other financial statement, the information and calculations set forth therein are true, accurate, and correct, (ii) as of the end of the compliance period set forth in such submission, Borrower is in complete compliance with all required covenants except as noted in such Compliance Statement, Borrowing Base Certificate or other financial statement, as applicable, ; (iii) as of the nature and period of existence date of such condition submission, no Events of Default have occurred or event, are continuing; (iv) all representations and warranties other than any representations or warranties that are made as of a specific date in Section 5 remain true and correct in all material respects as of the notice given (and providing a copy thereof), action taken and the nature date of such claimed defaultsubmission except as noted in such Compliance Statement, event Borrowing Base Statement or conditionother financial statement, as applicable; (v) as of the date of such submission, Borrower and each of its Subsidiaries have timely filed all required tax returns and reports, and what action the Company Borrower has takentimely paid all foreign, is taking federal, state and proposes to take with respect thereto. (e) Immediately upon receipt of any notice of any default or acceleration delivered local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the Company by any Purchaser, written notice thereof setting forth the name terms of Section 5.9; and (vi) as of the person that delivered the notice and the aggregate amount date of Convertible Notes held by such personsubmission, together with a copy no Liens have been levied or claims made against Borrower or any of each such noticeits Subsidiaries relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Bank.

Financial Statements, Reports. The Company shall furnish Furnish to each holder of the Convertible NotesBank: (a) Within ten at each time UPET files its Form 10-K, but in no event later than within one hundred twenty (10120) business days after the end of their becoming availableeach of its fiscal years, copies an audited consolidated and consolidating balance sheet and statement of (i) income and surplus of each of Borrowers and Farm Stores Grocery, Inc., together with supporting schedules, all financial statementscertified by an independent certified public accountant of recognized standing selected by Borrowers or Farm Stores Grocery, reportsInc., notices as the case may be, and proxy statements and other communications sent or made available with regard to Borrowers only approved in writing by the Company Bank (the form of such certification to its security holdersinclude statements that the audit of the financial statements has been conducted in accordance with generally accepted accounting standards and that the financial statements present the financial condition of Borrowers and Farm Stores Grocery, (ii) Inc., as the case may be, in accordance with generally accepted accounting principles consistently applied, all regular periodic reports and all registration statements and prospectuses, if any, filed by as existing at the Company with any securities exchange or with end of the SEC, and (iii) all press releases made available by the Company.appropriate period); (b) At within sixty (60) days after the time of delivery end of each annual intervening fiscal quarterly period, similar financial statement pursuant statements to Section 6.1(a)those referred to in subsection (a) above, unaudited but similarly certified to by the chief financial officer of Borrowers or Farm Stores Grocery, Inc., as the case may be; (c) with each of the financial statements submitted under subsections (a) or (b) above, a certificate executed by the Chief Financial Officer or other senior executive chief financial officer of UPET to the Company stating effect that such officer to his knowledge no Event of Default or event which, upon notice or lapse of time or both, would constitute an Event of Default has caused this Agreement occurred and the terms of the Convertible Notes to be reviewed and has no knowledge of any default by the Company in the performance or observance of any of the provisions of this Agreement or the Convertible Notes or, if such officer has such knowledge, specifying such default and the nature thereof; (c) Promptly after the commencement thereof, notice of actions, suits, claims, proceedings, investigations and inquiries that, in the reasonable judgment of the Company, if adversely determined would have a Material Adverse Effect on the Companyis continuing; (d) Within two within fifteen (215) business days after any executive officer the end of each fiscal quarterly period, accounts receivable and inventory reports of Borrowers setting forth in detail acceptable to the Bank the determination of the Company obtains actual knowledge (i) of any condition or event that constitutes a material default of any of Borrowing Base at the Company's duties or obligations under this Agreement or the Convertible Notes, or (ii) that any Purchaser has given any notice or taken any action with respect to a claimed default by the Company, a certificate of the Company's Chief Executive or Chief Operating Officer specifying, as applicable, the nature and period of existence end of such condition or event, the notice given (and providing a copy thereof), action taken and the nature of such claimed default, event or condition, and what action the Company has taken, is taking and proposes to take with respect thereto.fiscal quarterly period; and (e) Immediately upon receipt promptly, from time to time, such other information regarding the operations, business, affairs and financial condition of any notice of any default or acceleration delivered to Borrowers, including the Company by any PurchaserBorrowing Base, written notice thereof setting forth as the name of the person that delivered the notice and the aggregate amount of Convertible Notes held by such person, together with a copy of each such noticeBank may reasonably request.

Financial Statements, Reports. The Company shall Obligors will furnish to each holder of the Convertible NotesBank: (a) Within ten (10) business 90 days after the end of their becoming available, copies each of (i) all financial statements, reports, notices and proxy statements and other communications sent or made available by the first three fiscal quarters of each fiscal year of the Company to and its security holdersconsolidated Subsidiaries, (ii) all regular periodic reports and all registration internally prepared consolidated financial statements and prospectuses, if any, filed by of the Company with any securities exchange or with and its consolidated Subsidiaries, including consolidated balance sheets and related consolidated statements of income, shareholders' equity and cash flows of the SECCompany and its consolidated Subsidiaries, and (iii) all press releases made available by the Company. (b) At the time of delivery of each annual financial statement pursuant to Section 6.1(a), a certificate executed certified by the Chief Financial Officer or other senior executive officer of the Company stating as having been prepared in accordance with GAAP, consistently applied, together with a certificate of the Chief Financial Officer of the Company, dated as of the date of submission of such financial statements to the Bank, (i) to the effect that such officer has caused this Agreement and re-examined the terms and provisions of the Convertible Notes to be reviewed Loan Documents and has no knowledge that at the date of any such certificate, during the periods covered by such financial statements and as of the end of such periods, the Borrower or such Guarantor, as the case may be, is not, or was not, in default by the Company in the performance or observance fulfillment of any of the terms, covenants, provisions and conditions of this Agreement the Loan Documents and that no default or Event of Default is occurring or has occurred as of the Convertible Notes ordate of such certificate, during such periods and as of the end of such periods, or if the signer is aware of any default or Event of Default, such officer has shall disclose in such knowledge, specifying such default and statement the nature thereof; (c) Promptly after the commencement thereof, notice of actions, suits, claims, proceedings, investigations and inquiries that, in the reasonable judgment of the Company, if adversely determined would have a Material Adverse Effect on the Company; (d) Within two (2) business days after any executive officer of the Company obtains actual knowledge (i) of any condition or event that constitutes a material default of any of the Company's duties or obligations under this Agreement or the Convertible Notes, or (ii) that any Purchaser has given any notice or taken any action with respect to a claimed default by the Company, a certificate of the Company's Chief Executive or Chief Operating Officer specifying, as applicable, the nature and its period of existence of such condition or eventand what action, if any, the notice given (and providing a copy thereof)Borrower or such Guarantor, action as the case may be, has taken and the nature of such claimed default, event or condition, and what action the Company has taken, is taking and proposes to take with respect thereto.thereto and (ii) stating whether the Borrower or such Guarantor, as the case may be, is in compliance with Sections 5.01 through 5.14, as applicable, and setting forth, in sufficient detail, the information and computations required to establish such compliance during the period covered by the financial statements then being furnished and as of the end of such period (a "Compliance Certificate"); and (iii) a management-prepared consolidating worksheet for the Company and its consolidated Subsidiaries; (eb) Immediately upon receipt Within 120 days after the close of any notice each fiscal year of any default or acceleration delivered to the Company by any Purchaserand its consolidated Subsidiaries, written notice thereof setting forth the name consolidated financial statements of the person that delivered the notice Company and the aggregate amount its consolidated Subsidiaries, including consolidated balance sheets and related consolidated statements of Convertible Notes held by such personincome, shareholders' equity and cash flows, all in reasonable detail, together with all supporting schedules and notes, and prepared in accordance with GAAP consistently applied, and accompanied by an opinion thereon by independent certified public accountants acceptable to the Bank and a copy Compliance Certificate of the Chief Financial Officer of the Company; and (c) With reasonable promptness, such other information relating to the business or financial condition of the Borrower and each such noticeGuarantor as the Bank may reasonably request from time to time.

Financial Statements, Reports. The Company shall furnish etc. Furnish to the Agent and each holder of the Convertible NotesBank: (a) Within ten within 105 days after the end of each fiscal year, its consolidated and consolidating balance sheets and related statements of income and statements of cash flow, showing the financial condition of the Borrower and its consolidated Subsidiaries as of the close of such fiscal year and the results of its operations and the operations of such Subsidiaries during such year, all audited by Deloitte & Touche or other independent public accountants of recognized national standing acceptable to the Required Banks and accompanied by an opinion of such accountants (10which shall not be qualified in any material respect) business days to the effect that such consolidated financial statements fairly present the financial condition and results of their becoming available, copies operations of the Borrower on a consolidated basis (iexcept as noted therein) all financial statements, reports, notices and proxy statements and other communications sent or made available by the Company to its security holders, (ii) all regular periodic reports and all registration statements and prospectuses, if any, filed by the Company in accordance with any securities exchange or with the SEC, and (iii) all press releases made available by the Company.GAAP consistently applied; (b) At within 50 days after the time of delivery end of each annual financial statement pursuant to Section 6.1(a), a certificate executed by the Chief Financial Officer or other senior executive officer of the Company stating that first three fiscal quarters of each fiscal year, its consolidated and, to the extent otherwise available, consolidating balance sheets and related statements of income and statements of cash flow, showing the financial condition of the Borrower and its consolidated subsidiaries as of the close of such officer has caused this Agreement fiscal quarter and the terms results of its operations and the operations of such subsidiaries during such fiscal quarter and the then elapsed portion of the Convertible Notes to be reviewed fiscal year, all certified by one of its Financial Officers as fairly presenting the financial condition and has no knowledge results of any default by the Company in the performance or observance of any operations of the provisions of this Agreement or the Convertible Notes orBorrower on a consolidated basis in accordance with GAAP consistently applied, if such officer has such knowledge, specifying such default and the nature thereofsubject to normal year-end audit adjustments; (c) Promptly after the commencement thereofconcurrently with any delivery of financial statements under (a) or (b) above, notice of actions, suits, claims, proceedings, investigations and inquiries that, in the reasonable judgment a certificate of the Companyrelevant accounting firm opining on or certifying such statements or Financial Officer (which certificate, when furnished by an accounting firm, may be limited to accounting matters and disclaim responsibility for legal interpretations) certifying that to the knowledge of the accounting firm or the Financial Officer, as the case may be, no Event of Default or Default has occurred or, if adversely determined would have a Material Adverse Effect on such an Event of Default or Default has occurred, specifying the Companynature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (d) Within two (2) business days promptly after the same become publicly available, copies of all periodic and other reports, proxy statements and other materials filed by it with the Securities and Exchange Commission, or any executive officer of the Company obtains actual knowledge (i) of any condition or event that constitutes a material default of governmental authority succeeding to any of or all the Company's duties or obligations under this Agreement or the Convertible Notesfunctions of said Commission, or (ii) that with any Purchaser has given any notice national securities exchange, or taken any action with respect distributed to a claimed default by the Company, a certificate of the Company's Chief Executive or Chief Operating Officer specifyingits share holders, as applicable, the nature and period of existence of such condition or event, the notice given (and providing a copy thereof), action taken and the nature of such claimed default, event or condition, and what action the Company has taken, is taking and proposes to take with respect thereto.case may be; and (e) Immediately upon receipt promptly, from time to time, such other information regarding the operations, business affairs and financial condition of the Borrower or any Significant Subsidiary, or compliance with the terms of any notice of Loan Document, as the Agent or any default or acceleration delivered to the Company by any Purchaser, written notice thereof setting forth the name of the person that delivered the notice and the aggregate amount of Convertible Notes held by such person, together with a copy of each such noticeBank may reasonably request.

Financial Statements, Reports. The Company Certificates. Borrower shall furnish deliver to each holder of the Convertible NotesBank: (a) Within ten (10) business days of their becoming as soon as available, copies but in any case within five (5) Business Days of the end of each month, or at the request of the Bank, on each Friday of each calendar week (i) all financial statements, reports, notices and proxy statements and or such other communications sent or made available by the Company to day as Bank may agree in its security holders, (ii) all regular periodic reports and all registration statements and prospectuses, if any, filed by the Company with any securities exchange or with the SECsole discretion), and (iii) all press releases made available with each request for an Advance in accordance with Section 2.1(a), a Borrowing Base Certificate signed by the Company.a Responsible Officer; (b) At as soon as available, but in any case within forty-five (45) days after the time of delivery end of each annual financial statement pursuant month, a borrower servicer report prepared consistent with the past practices of the Borrower (it being understood and agreed that the borrower service report provided by Borrower to Section 6.1(athe Bank prior to the Closing Date was prepared consistent with the past practices of the Borrower), signed by a certificate executed by the Chief Financial Officer or other senior executive officer of the Company stating that such officer has caused this Agreement and the terms of the Convertible Notes to be reviewed and has no knowledge of any default by the Company in the performance or observance of any of the provisions of this Agreement or the Convertible Notes or, if such officer has such knowledge, specifying such default and the nature thereofResponsible Officer; (c) Promptly after the commencement thereof, notice of actions, suits, claims, proceedings, investigations and inquiries that, in the reasonable judgment concurrently with delivery of the CompanyQuarterly Report and the Annual Report pursuant to Section 6.3(f), if adversely determined would have a Material Adverse Effect on the CompanyCompliance Certificate signed by a Responsible Officer; (d) Within two as soon as available, but in any case within sixty (260) business days after the end of each fiscal quarter and within one hundred twenty (120) days after the end of each fiscal year, an internally prepared quarterly or annual, as applicable, portfolio review package with respect to the Borrowing Base Portfolio Investments, in form and substance reasonably satisfactory to Bank (it being understood and agreed that (x) the portfolio review package provided by Borrower to the Bank prior to the Closing Date is in form and substance reasonably satisfactory to Bank and (y) the portfolio review package filed with the applicable Quarterly Report on Form 10-Q, together with any executive officer associated report of an Independent Valuation Provider, is in form and substance reasonably satisfactory to Bank), reflecting, among other things, the Company obtains actual knowledge Value of such Portfolio Investments in accordance with Section 6.9; (e) promptly upon the occurrence thereof, notice to Bank (i) of any condition material changes to the Loan Parties’ credit policy or event that constitutes a material default of any of the Company's duties or obligations under this Agreement or the Convertible Notesrisk rating system, or (ii) that of any Purchaser has given any notice or taken any action with respect to a claimed default by risk rating changes within the Company, a certificate Loan Parties’ portfolio as reflected in servicer reports of the Company's Chief Executive or Chief Operating Officer specifyingLoan Parties as could reasonably be expected to have a Material Adverse Effect; (f) as soon as available, as applicablebut in any case within (i) sixty (60) days after the last day of each fiscal quarter, the nature and period of existence of such condition or event, Quarterly Report on Form 10-Q as filed with the notice given (and providing a copy thereof), action taken and the nature of such claimed default, event or condition, and what action the Company has taken, is taking and proposes to take with respect thereto. (e) Immediately upon receipt of any notice of any default or acceleration delivered to the Company by any Purchaser, written notice thereof setting forth the name of the person that delivered the notice and the aggregate amount of Convertible Notes held by such person, together with a copy of each such notice.SEC and

Financial Statements, Reports. The Company shall furnish to each holder of the Convertible Notes: (a) Within ten Deliver to the Administrative Agent for prompt further distribution to each Lender, within ninety (1090) business days after the end of their becoming available, copies of each fiscal year (i) all financial statements, reports, notices and proxy statements and other communications sent or made available by the Company to its security holders, (ii) all regular periodic reports and all registration statements and prospectuses, if any, filed by the Company with any securities exchange or beginning with the SECfiscal year ended December 31, 2015), a consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year, and the related consolidated statements of income or operations, stockholders’ equity and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail and prepared in accordance with GAAP, audited and accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification, exception or explanatory paragraph or any qualification or exception as to the scope of such audit other than any “going concern” or like qualification, exception or explanatory paragraph that is expressly resulting solely from an upcoming maturity date under this Agreement, the Term Loan Credit Agreement, the Second Lien Notes, the Third Lien Notes, the Stub Notes and any other debt facilities or debt securities occurring within one year from the time such opinion is delivered or a prospective default under Section 7.11 hereto or under Section 7.11 of the Term Loan Credit Agreement (iii) all press releases made available by or any analogous provision in any other debt document including pursuant to any Permitted Refinancing of the Company.Term Loan Credit Agreement); (b) At Deliver to the time of delivery Administrative Agent for prompt further distribution to each Lender, within forty-five (45) days after the end of each annual financial statement pursuant to Section 6.1(aof the first three fiscal quarters of each fiscal year of the Borrower (beginning with the fiscal quarter ended June 27, 2015), a certificate executed by the Chief Financial Officer or other senior executive officer consolidated balance sheet of the Company stating that Borrower and its Subsidiaries as at the end of such officer has caused this Agreement fiscal quarter and the terms related consolidated statements of income or operations for such fiscal quarter and the portion of the Convertible Notes to be reviewed and has no knowledge of any default by fiscal year then ended, setting forth in comparative form the Company in figures for the performance or observance of any corresponding fiscal quarter of the provisions of this Agreement or the Convertible Notes or, if such officer has such knowledge, specifying such default previous fiscal year and the nature thereofcorresponding portion of the previous fiscal year, and statements of stockholders’ equity for the current fiscal quarter and consolidated statement of cash flows for the portion of the fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding portion of the previous fiscal year, all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries in accordance with GAAP, subject only to normal year-end audit adjustments and the absence of footnotes; (c) Promptly Deliver to the Administrative Agent for prompt further distribution to each Lender within ninety (90) days after the commencement thereofend of each fiscal year (beginning with the fiscal year ended December 31, notice of actions2015), suits, claims, proceedings, investigations and inquiries that, in a detailed consolidated budget for the reasonable judgment following fiscal year on a quarterly basis (including a projected consolidated balance sheet of the CompanyBorrower and its Subsidiaries as of the end of the following fiscal year, if adversely determined would the related consolidated statements of projected cash flow and projected income and a summary of the material underlying assumptions applicable thereto) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have a Material Adverse Effect been prepared in good faith on the Company;basis of the assumptions stated therein, which assumptions were believed to be reasonable at the time of preparation of such Projections, it being understood that actual results may vary from such Projections and that such variations may be material; and (d) Within two (2) business days after any executive officer of Deliver to the Company obtains actual knowledge Administrative Agent for prompt further distribution to each Lender (i) on the 15th Business Day of any condition or event that constitutes each fiscal month a material default certificate in the form of any Exhibit I showing the Borrowing Base as of the Company's duties close of business for the immediately preceding fiscal month to be certified as complete and correct in all material respects on behalf of the Loan Parties by a Responsible Officer of the Borrower (a “Borrowing Base Certificate”); provided that, if a Cash Dominion Period shall have occurred and be continuing, such Borrowing Base Certificate shall be furnished on Wednesday of each week (or, if Wednesday is not a Business Day, on the next succeeding Business Day), as of the close of business on the immediately preceding Friday; and provided, further, that, after any Disposition or obligations under this Agreement Casualty Event with respect to Collateral having a fair market value in excess of $5,000,000 (other than sales of inventory in the ordinary course of business), the Borrower shall promptly (and in any event prior to the next Borrowing) deliver a revised Borrowing Base Certificate reflecting such Disposition or Casualty Event, as the Convertible Notes, or case may be and (ii) that any Purchaser has given any notice or taken any action with respect to a claimed default by the Company, a certificate of reports set forth on Schedule 6.01A on the Company's Chief Executive or Chief Operating Officer specifying, as applicable, the nature and period of existence of such condition or event, the notice given (and providing a copy thereof), action taken and the nature of such claimed default, event or condition, and what action the Company has taken, is taking and proposes to take with respect theretodates specified therein. (e) Immediately Deliver to the Administrative Agent for prompt further distribution to each Lender, as soon as available, and in any event no later than 25 days after the end of each fiscal month of the Borrower for which the Consolidated Fixed Charge Coverage Ratio is required to be tested pursuant to Section 7.11, an unaudited consolidated balance sheet of the Borrower and its Subsidiaries that is internally available and, if different, the Borrower and its Restricted Subsidiaries, in each case as at the end of such fiscal month, and the related (A) consolidated statements of income or operations for such fiscal month and for the portion of the fiscal year then ended that is internally available and (B) a consolidated statement of cash flows for the portion of the fiscal year then ended that is internally available (or, in lieu of such unaudited financial statements for the Borrower and its Restricted Subsidiaries, a reconciliation that is internally available, reflecting such financial information for the Borrower and its Restricted Subsidiaries, on the one hand, and the Borrower and its Subsidiaries, on the other hand), all in reasonable detail and certified by a Responsible Officer of the Borrower as fairly presenting in all material respects the financial condition, results of operations, stockholders’ equity and cash flows of the Borrower and its Subsidiaries and the Borrower and its Restricted Subsidiaries, as applicable, in accordance with GAAP, subject only to normal year-end adjustments and the absence of footnotes. (f) Deliver to the Administrative Agent with each set of consolidated financial statements referred to in Sections 6.01(a) and 6.01(b) above, supplemental financial information necessary to eliminate the accounts of Unrestricted Subsidiaries (if any) from such consolidated financial statements. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section 6.01 may be satisfied with respect to financial information of the Borrower and the Subsidiaries by furnishing (A) the applicable financial statements of the Borrower (or any direct or indirect parent of the Borrower) or (B) the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 10-K or 10-Q, as applicable, filed with the SEC; provided that with respect to clauses (A) and (B), (i) to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to the Borrower (or such parent), on the one hand, and the information relating to the Borrower and the Subsidiaries on a stand-alone basis, on the other hand and (ii) to the extent such information is in lieu of information required to be provided under Section 6.01(a), such materials are accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and, except as permitted in Section 6.01(a), shall not be subject to any “going concern” or like qualification, exception or explanatory paragraph or any qualification or exception as to the scope of such audit. Documents required to be delivered pursuant to Section 6.01 and Sections 6.02(b) and (c) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which (x) such documents become available on the SEC’s Electronic Data Gathering Analysis and Retrieval (“XXXXX”) website on the Internet or (y) the Borrower (or any direct or indirect parent of the Borrower) posts such documents, or provides a link thereto on the website on the Internet at the Borrower’s website address listed on Schedule 6.01B; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (i) upon receipt written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent; and (ii) except with respect to documents made available on XXXXX (other than Form 10-K and 10-Q), the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any notice of any default or acceleration delivered such documents and provide to the Company Administrative Agent by any Purchaserelectronic mail electronic versions (i.e., written notice thereof setting forth soft copies) of such documents. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the name Administrative Agent and maintaining its copies of the person that delivered the notice and the aggregate amount of Convertible Notes held by such person, together with a copy of each such noticedocuments.

Financial Statements, Reports. The Company shall furnish Furnish to each holder of Holder the Convertible Notesfollowing: (a) Within ten within 90 days after the end of each fiscal year of the Company, an audited balance sheet of the Company as of the end of such fiscal year and the related statement of income, changes in shareholders' equity and changes in financial position of the Company for the fiscal year then ended, together with supporting notes thereto; (10b) within 30 days after the end of each calendar quarter in each fiscal year (other than the last calendar quarter in each fiscal year), similar financial statements to those referred to in paragraph (a) above unaudited but certified by the principal financial officer of the' Company, such balance sheet to be as of the end of such quarter and such statements of income, changes in shareholders' equity and changes in financial position to be for the period from the beginning of the fiscal year to the end of such calendar quarter, in each case subject to audit adjustments; (c) within 30 days after the end of each fiscal year of the Company, an annual business days plan, including a budget and detailed financial projections and cash flow projections for each month during such year, all in reasonable detail together with underlying assumptions and including a detailed operating plan for the year; (d) at the same time as sent to stockholders, a copy of their becoming available, copies of (i) all financial statements, reports, notices and proxy statements and other communications sent or made available by the Company to its security holdersstockholders; (e) promptly upon filing, (ii) copies of all regular registration statements, prospectuses, periodic reports and all registration statements and prospectuses, if any, other documents filed by the Company with the SEC or any securities exchange other governmental department, bureau, commission or with the SEC, and (iii) all press releases made available by the Company. (b) At the time of delivery of each annual financial statement pursuant to Section 6.1(a), a certificate executed by the Chief Financial Officer or other senior executive officer of the Company stating that such officer has caused this Agreement and the terms of the Convertible Notes to be reviewed and has no knowledge of any default by the Company in the performance or observance of any of the provisions of this Agreement or the Convertible Notes or, if such officer has such knowledge, specifying such default and the nature thereofagency; (cf) Promptly after promptly upon receipt thereof, copies of all other reports, if any, submitted to the commencement Company by independent public accountants in connection with any annual or interim audit of the Company's books and records; and (g) promptly upon the occurrence thereof, notice of actionsany (i) event which has had, suitsor could have, claimsa material adverse impact on the assets, proceedingsbusiness, investigations and inquiries thatprospects, in the reasonable judgment condition, affairs or operations of the Company, if adversely determined would have a Material Adverse Effect on the Company; 's ability to perform its obligations hereunder or under the Note or the Company's ability to consummate the Next Equity Round as contemplated hereby, (dii) Within two the institution or threat of any material litigation or investigation or material disputes with customers, or (2iii) business days after the occurrence of any executive officer Event of Default or event which with the passage of time would constitute an Event of Default. The obligations of the Company obtains actual knowledge (i) of any condition or event that constitutes a material default of any under this Section 6.01 shall terminate upon conversion of the Company's duties or obligations under this Agreement or the Convertible Notes, or (ii) that any Purchaser has given any notice or taken any action with respect Note pursuant to a claimed default by the Company, a certificate of the Company's Chief Executive or Chief Operating Officer specifying, as applicable, the nature and period of existence of such condition or event, the notice given (and providing a copy thereof), action taken and the nature of such claimed default, event or condition, and what action the Company has taken, is taking and proposes to take with respect theretoSection 7.01. (e) Immediately upon receipt of any notice of any default or acceleration delivered to the Company by any Purchaser, written notice thereof setting forth the name of the person that delivered the notice and the aggregate amount of Convertible Notes held by such person, together with a copy of each such notice.

Financial Statements, Reports. The Company shall furnish Furnish (or cause to each holder of be furnished) to the Convertible NotesLender: (a) Within ten within ninety (1090) business days after the end of their becoming availableeach fiscal year of such Borrower, copies the audited, consolidated and consolidating balance sheets and statements of income, retained earnings, and cash flows, together with supporting schedules (i) all which shall include, upon the reasonable request of the Lender with respect to matters which it desires to review, the working papers with respect to such Borrower's financial statements) of such Borrower, reports, notices all in reasonable detail and proxy statements accompanied by an unqualified opinion thereon by KPMG Peat Marwick or such other firm or independent certified public accountants of recognized standing selected by such Borrower and other communications sent or made available by reasonably acceptable to the Company to its security holders, (ii) all regular periodic reports and all registration statements and prospectuses, if any, filed by the Company with any securities exchange or with the SEC, and (iii) all press releases made available by the Company.Lender; (b) At as soon as available, but in any event not later than forty-five (45) days after the time of delivery end of each annual of the first three (3) quarterly periods of each fiscal year of such Borrower, the management prepared unaudited, consolidated and consolidating financial statement pursuant statements of such Borrower, including a balance sheet of such Borrower as at the end of such fiscal quarter and related unaudited statements of income, retained earnings, and cash flows, all for the period from the beginning of such fiscal year to Section 6.1(a)the end of such fiscal quarter, setting forth in each case corresponding figures for the like period of the preceding fiscal year; all in reasonable detail, prepared in accordance with (Page 236 of 252 Pages) generally accepted accounting principles applied on a certificate executed basis consistently maintained throughout the period involved and with prior periods, subject to normal year-end audit adjustments, and certified by the Chief a Financial Officer or other senior executive officer of the Company stating that such officer has caused this Agreement and the terms of the Convertible Notes to be reviewed and has no knowledge of any default by the Company in the performance or observance of any of the provisions of this Agreement or the Convertible Notes or, if such officer has such knowledge, specifying such default and the nature thereofBorrower; (c) Promptly after concurrently with the commencement thereofdelivery of the items referred to in clauses (a) and (b) above, notice a certificate of actions, suits, claims, proceedings, investigations and inquiries the Financial Officer of such Borrower (i) stating that, in to the reasonable judgment best of his or her knowledge, no condition or event which would constitute a Default or Event of Default has occurred and is continuing, or if such a condition or event has occurred, the certificate shall specifically state such condition or event, and (ii) demonstrating compliance, as of the Companydates of the financial statements being furnished at such time, if adversely determined would have a Material Adverse Effect on with the Companycovenant set forth in Section 5.11 hereof; (d) Within two promptly after the same are sent or otherwise publicly available, copies of all proxy statements, financial statements and reports which such Borrower sends to its stockholders, and promptly after the same are filed, copies of all regular, periodic and special reports (2) business days after including reports on Forms 10-K, 10-Q and 8-K), and all registration statements which such Borrower files with the Securities and Exchange Commission or any executive officer of the Company obtains actual knowledge (i) of any condition or event that constitutes a material default of any of the Company's duties or obligations under this Agreement or the Convertible Notesgovernmental authority which may be substituted therefore, or (ii) that with any Purchaser has given any notice or taken any action with respect to a claimed default by the Company, a certificate of the Company's Chief Executive or Chief Operating Officer specifying, as applicable, the nature and period of existence of such condition or event, the notice given (and providing a copy thereof), action taken and the nature of such claimed default, event or condition, and what action the Company has taken, is taking and proposes to take with respect thereto.national securities exchange; and (e) Immediately upon receipt promptly, from time to time, such other information regarding the operations, business, affairs, and financial condition of such Borrower and any notice of any default or acceleration delivered its Subsidiaries as the Lender may reasonably request. All financial statements required to be furnished to the Company by any Purchaser, written notice thereof setting forth Lender under this Section 5.05 shall be prepared in accordance with generally accepted accounting principles applied on a basis consistent with the name accounting practices of the person that delivered Borrowers reflected in its financial statements referred to in Section 3.05 hereof, or to the notice and the aggregate amount of Convertible Notes held by extent such persontreatment has changed, together with a copy of each such noticereconciliation thereof.