Common use of Notices of Material Contracts, Litigation and Defaults Clause in Contracts

Notices of Material Contracts, Litigation and Defaults. (i) Credit Parties shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be delivered) provide written notice to Agent after any Credit Party or Subsidiary receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, and (ii) Credit Parties shall provide, together with the next quarterly Compliance Certificate required to be delivered under this Agreement, written notice to Agent after any Credit Party or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereof. (b) Credit Parties shall promptly (but in any event within three (3) Business Days) provide written notice to Agent (i) upon any Credit Party becoming aware of the existence of any Default or Event of Default, (ii) of any strikes or other labor disputes pending or, to any Credit Party’s knowledge, threatened against any Credit Party, (iii) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (iv) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of more than $150,000 in the aggregate. Credit Parties represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section 4.9(b). (c) Each Credit Party shall provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, each Credit Party shall make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (a) Borrower shall provide (i) Credit Parties shall promptly five (but in any event contemporaneously with when the next Compliance Certificate is required to be delivered5) provide Business Days written notice to Agent after any Credit Party Borrower or Subsidiary (1) executes and delivers any amendment, consent, waiver or other modification to any Material Contract which is material and adverse to (x) Agent or Lenders, (y) Borrowers or their Subsidiaries, or (z) which could reasonably be expected to have a Material Adverse Effect or (2) receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, Contract and (ii) Credit Parties shall provide, together with at such time as the next quarterly Compliance Certificate Schedules are required to be delivered under this Agreementupdated pursuant to Section 4.15, written notice to Agent after of the execution of any Credit Party or Subsidiary (1) executes and delivers new Material Contract and/or any new material amendment, consent, waiver or other modification to any Material Contract or not previously disclosed (2) enters into new Material Contract and shallwhich, upon request for the avoidance of Agentdoubt, promptly provide Agent a copy thereofmay be included as an updated to Schedule 3.17). (b) Credit Parties Borrowers shall promptly (but in any event within three (3) Business Days) provide written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Credit Party Borrower becoming aware of the existence of any Default or Event of Default, (iiiii) of any strikes or other labor disputes pending or, to any Credit PartyBorrower’s knowledge, threatened against any Credit Party, (iiiiv) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (ivv) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of involve more than $150,000 in the aggregate50,000. Credit Parties Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section 4.9(b)and all litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party as of the Closing Date. (c) Each Borrower shall, and shall cause each Credit Party shall Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party shall to, make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (ia) Credit Parties Borrowers shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be deliveredwithin five (5) Business Days) provide written notice to Agent after any Credit Party Borrower or Subsidiary receives or delivers any notice of termination or a material default by a Credit Party or similar notice a Subsidiary under or in connection with any Material Contract, and (ii) Credit Parties shall provide, together with the next quarterly Compliance Certificate required to be delivered under this Agreement, written notice to Agent after any Credit Party or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereof. (b) Credit Parties Borrowers shall promptly (but in any event within three five (35) Business Days) provide written notice to Agent (i) upon of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party becoming aware which, if adversely determined, would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) the existence of any Default or Event of Default, (iiiii) of any strikes or other labor disputes pending or, to any Credit PartyBorrower’s knowledge, threatened in writing against any Credit PartyParty that could reasonably be expected to have a Material Adverse Effect, (iiiiv) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (ivv) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of more than $150,000 500,000 in the aggregate. Credit Parties Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all material matters existing as of the Closing Date for which notice could be required under this Section 4.9(b). (c) Each Borrower shall, and shall cause each Credit Party shall Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) aboveabove and any notice given in respect of a Regulatory Reporting Event. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party shall to, make available to Agent and each LenderAgent, without expense to Agent or any LenderAgent, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (ia) Credit Parties Borrowers shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be deliveredwithin five (5) Business Days) provide written notice to Agent after any Credit Party Borrower or Subsidiary receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, and (ii) Credit Parties shall provide, together with the next quarterly Compliance Certificate required which termination or default would reasonably be expected to be delivered under this Agreement, written notice to Agent after any Credit Party or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any have a Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereofAdverse Effect. (b) Credit Parties Borrowers shall promptly (but in any event within three (3) Business Days) provide written notice to Agent upon obtaining knowledge of (i) upon any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party becoming aware which would reasonably be expected to have a Material Adverse Effect or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) the existence of any Default or Event of Default, (iiiii) of any strikes or other labor disputes pending or, to any Credit Party’s knowledge, or threatened in writing against any Credit Party, (iiiiv) if there is any infringement or claim of infringement by any other Person with respect to any material Intellectual Property rights of any Credit Party that could would reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (ivv) of all returns, recoveries, disputes and claims in respect of Products that would reasonably be expected to result in liability of involve more than $150,000 in the aggregate5,000,000. Credit Parties Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be is required under this Section 4.9(b). (c) Each Borrowers shall, and shall cause each Credit Party shall Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof above and continuing through the termination any notice given in respect of this Agreement, each Credit Party shall make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, a Regulatory Reporting Event except to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted prohibited from doing so by or against Agent or any Lender with respect to any Collateral or relating to a Credit Partyapplicable Law.

Notices of Material Contracts, Litigation and Defaults. (a) (i) Credit Parties shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be deliveredwithin five (5) Business Days) provide written notice to Agent after any Credit Party or Subsidiary receives or delivers any notice of termination or default (or similar notice notice) in connection with any Material Contract, and (ii) Credit Parties shall provide, together with the next quarterly Compliance Certificate required to be delivered under this Agreement, written notice to Agent after any Credit Party or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract or (2) enters into any new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereof. (b) Credit Parties shall promptly (but in any event within three (3) Business Days) provide written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party, (ii) upon any Credit Party Borrower becoming aware of the existence of any Default or Event of Default, (iiiii) of any strikes or other labor disputes pending or, to any Credit PartyBorrower’s knowledge, threatened against any Credit Party, (iiiiv) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (ivv) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of involve more than $150,000 in the aggregate250,000. Credit Parties represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section 4.9(b)4.9. (c) Each Credit Party shall provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, each Credit Party shall make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (a) (i) Credit Parties Borrowers shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be deliveredwithin five (5) Business Days) provide written notice to Agent after any Credit Party Borrower or Subsidiary receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, which would reasonably be expected to have a Material Adverse Effect, and (ii) Credit Parties Borrower shall provide, together with the next quarterly Compliance Certificate required to be delivered under this Agreement, written notice to Agent after any Credit Party Borrower or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereof. (b) Credit Parties Borrowers shall promptly (but in any event within three (3) Business Days) provide written notice to Agent upon obtaining knowledge of (i) upon any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party becoming aware which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) the existence of any Default or Event of Default, (iiiii) of any strikes or other labor disputes pending or, to any Credit Party’s knowledge, or threatened in writing against any Credit Party, (iiiiv) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could would reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (ivv) of all returns, recoveries, disputes and claims in respect of Products that would reasonably be expected to result in liability of involve more than $150,000 in the aggregate5,000,000. Credit Parties Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be is required under this Section 4.9(b). (c) Each Borrower shall, and shall cause each Credit Party shall Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof above and continuing through the termination any notice given in respect of this Agreement, each Credit Party shall make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, a Regulatory Reporting Event except to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted prohibited from doing so by or against Agent or any Lender with respect to any Collateral or relating to a Credit Partyapplicable Law.

Notices of Material Contracts, Litigation and Defaults. (i) Credit Parties Borrowers shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be deliveredwithin five (5) Business Days) provide written notice to Agent after any Credit Party Borrower or Subsidiary receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, and (ii) Credit Parties Borrower shall provide, together with the next quarterly Compliance Certificate required to be delivered under this Agreement, written notice to Agent after any Credit Party Borrower or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereof. (b) Credit Parties Borrowers shall promptly (but in any event within three ten (310) Business Daysdays) provide written notice to Agent (i) upon of any litigation or governmental proceedings pending or threatened (in each case, in writing) against Borrowers or other Credit Party becoming aware of which if determined adversely to such Borrower or other Credit Party, would reasonably be expected to have a Material Adverse Effect with respect to such Borrower or any other Credit Party or which in any manner calls into question the existence validity or enforceability of any Default or Event of DefaultFinancing Document, (ii) of any strikes or other labor disputes pending or, to any Credit PartyBorrower’s knowledge, threatened in writing against any Credit Party, if such strike or labor dispute would reasonably be expected to have a Material Adverse Effect, (iii) if there is any infringement or written claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of othersothers that could reasonably be expected to have a Material Adverse Effect, and (iv) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of involve more than $150,000 1,000,000, and (v) any change of Borrower’s chief executive officer or chief financial officer. Borrowers shall promptly (but in any event within five (5) Business Days) provide written notice to Agent upon any Borrower becoming aware of the aggregateexistence of any Default or Event of Default. Credit Parties Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section 4.9(b)and all litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party as of the Closing Date. (c) Each Borrower shall, and shall cause each Credit Party shall Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) aboveabove and any notice given in respect of a Regulatory Reporting Event. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party shall to, use commercially reasonable efforts to make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (a) Borrower shall provide (i) Credit Parties shall promptly ten (but in any event contemporaneously with when the next Compliance Certificate is required to be delivered10) provide Business Days written notice to Agent after any Credit Party Borrower or Subsidiary receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, Contract and (ii) Credit Parties shall provide, together with delivery of the next quarterly Compliance Certificate required (included as an update to be the such any schedule delivered under this Agreement, written notice to Agent after therewith) the execution of any Credit Party or Subsidiary (1) executes and delivers new Material Contract and/or any new material amendment, consent, waiver or other modification to any Material Contract not previously disclosed. Documents required to be delivered pursuant to this Section 4.9(a) (to the extent any such documents are included in materials filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on which Borrower Representative posts such documents, or (2) enters into new Material Contract and shallprovides a link thereto, upon request of Agent, promptly provide Agent a copy thereofon Borrower Representative’s website on the Internet at Borrower Representative’s website address. (b) Credit Parties Borrowers shall (i) promptly (but in any event within three ten (310) Business Days) provide written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) promptly (but in any event within five (5) Business Days) upon any Credit Party Borrower becoming aware of the existence of any Default or Event of Default, (iiiii) promptly (but in any event within ten (10) Business Days) of any strikes or other labor disputes pending or, to any Credit PartyBorrower’s knowledge, threatened against any Credit Party, (iiiiv) promptly (but in any event within ten (10) Business Days) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim that could reasonably be expected to have a Material Adverse Effect by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (ivv) promptly (but in any event within ten (10) Business Days) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of involve more than $150,000 in the aggregate100,000. Credit Parties Borrowers represent and warrant that Schedule 4.9 to the Disclosure Letter sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section 4.9(b)and all litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party as of the Closing Date. (c) Each Borrower shall, and shall cause each Credit Party shall Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party shall to, make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (a) (i) Credit Parties Borrowers shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be deliveredwithin five (5) Business Days) provide written notice to Agent after any Credit Party Borrower or Subsidiary receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, and (ii) Credit Parties Borrower shall provide, together with the next quarterly Compliance Certificate required to be delivered under this Agreement, written notice to Agent after any Credit Party Borrower or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereof. (b) Credit Parties Borrowers shall promptly (but in any event within three five (35) Business Days) provide written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which, if adversely determined, would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Credit Party Responsible Officer becoming aware of the existence of any Default or Event of Default, (iiiii) of any strikes or other labor disputes pending or, to any Credit PartyBorrower’s knowledge, threatened against any Credit Party, in each case that would reasonably be expected to result in a Material Adverse Effect, (iiiiv) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (ivv) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of more than Seven Hundred Fifty Thousand Dollars ($150,000 in the aggregate750,000). Credit Parties Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all material matters existing as of the Closing Date for which notice could be required under this Section 4.9(b)4.9. (c) Each Borrower shall, and shall cause each Credit Party shall Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) aboveabove and any notice given in respect of a Regulatory Reporting Event. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party shall to, make available to Agent and each LenderAgent, without expense to Agent or any LenderAgent, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (i) Credit Parties Borrowers shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be deliveredwithin ten (10) Business Days) provide written notice to Agent after any Credit Party Borrower or Subsidiary receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, and (ii) Credit Parties Borrower shall provide, together with the next quarterly Compliance Certificate required to be delivered under this Agreement, written notice to Agent after any Credit Party Borrower or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereof. (b) Credit Parties Borrowers shall promptly (but in any event within three ten (310) Business Days) provide written notice to Agent (i) upon of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party becoming aware of which, if adversely determined, would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the existence validity or enforceability of any Default or Event of DefaultFinancing Document, (ii) of any strikes or other labor disputes pending or, to any Credit PartyBorrower’s knowledge, threatened against any Credit Party, in each case that would reasonably be expected to result in a Material Adverse Effect, (iii) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (iv) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of more than Five Hundred Thousand Dollars ($150,000 in the aggregate500,000). Credit Parties Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all material matters existing as of the Closing Date for which notice could be required under this Section 4.9(b)4.9. (c) Each Borrowers shall promptly (but in any event within five (5) Business Days) provide written notice to Agent upon any Responsible Officer becoming aware of the existence of any Default or Event of Default. (d) Borrower shall, and shall cause each Credit Party shall Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request in writing with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party shall to, make available to Agent and each LenderAgent, without expense to Agent or any LenderAgent, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (i) Credit Parties Borrowers shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be deliveredwithin ten (10) Business Days) provide written notice to Agent after any Credit Party Borrower or Subsidiary receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, and (ii) Credit Parties Borrower shall provide, together with the next quarterly Compliance Certificate required to be delivered under this Agreement, written notice to Agent after any Credit Party Borrower or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereof. (b) Credit Parties Borrowers shall promptly (but in any event within three ten (310) Business Days) provide written notice to Agent (i) upon of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party becoming aware of which, if adversely determined, would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the existence validity or enforceability of any Default or Event of DefaultFinancing Document, (ii) of any strikes or other labor disputes pending or, to any Credit PartyBorrower’s knowledge, threatened against any Credit Party, in each case that would reasonably be expected to result in a Material Adverse Effect, (iii) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (iv) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of more than Five Hundred Thousand Dollars ($150,000 in the aggregate500,000). Credit Parties Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all material matters existing as of the Closing Date for which notice could be required under this Section 4.9(b)4.9. (c) Each Borrowers shall promptly (but in any event within five (5) Business Days) provide written notice to Agent upon any Responsible Officer becoming aware of the existence of any Default or Event of Default. (d) Borrower shall, and shall cause each Credit Party shall Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request in writing with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof Original Closing Date and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party shall to, make available to Agent and each LenderAgent, without expense to Agent or any LenderAgent, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (i) Credit Parties shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be delivered) provide written notice to Agent after any Credit Party or Subsidiary receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, and (ii) Credit Parties shall provide, together with the next quarterly Compliance Certificate required to be delivered under this Agreement, written notice to Agent after any Credit Party or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereof. (b) Credit Parties shall promptly (but in any event within three (3) Business Days) provide written notice to Agent (i) upon any Credit Party becoming aware of the existence of any Default or Event of Default, (ii) of any strikes or other labor disputes pending or, to any Credit Party’s knowledge, threatened against any Credit Party, (iii) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (iv) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of more than $150,000 in the aggregate. Credit Parties represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section 4.9(b).. MidCap / Xtant / A&R Credit, Security and Guaranty Agreement (Term Loan) (c) Each Credit Party shall provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof Original Closing Date and continuing through the termination of this Agreement, each Credit Party shall make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (a) Borrower shall provide (i) Credit Parties shall promptly three (but in any event contemporaneously with when the next Compliance Certificate is required to be delivered3) provide Business Days written notice to Agent after any Credit Party Borrower or Subsidiary (1) executes and delivers any amendment, consent, waiver or other modification to any intercompany Material Contract which is material and adverse to (x) Agent or Lenders, (y) Borrowers or their Subsidiaries, or (z) which would reasonably be expected to have a Material Adverse Effect, (2) receives or delivers any notice of termination or default or similar notice in connection with any intercompany Material Contract, or (3) executes and delivers any amendment, consent, waiver or other modification to any Material Contract or receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, in either case where the same would obligate the filing by the Borrower of a current report under Section 13 or 15(d) of the Securities Exchange Act of 1934 and (ii) Credit Parties shall provide, together with delivery of the next quarterly Compliance Certificate required (included as an update to be any such schedule delivered under this Agreementtherewith) notice of (A) the execution of any new Material Contract, written notice to Agent after and (B) any Credit Party or Subsidiary (1) executes and delivers any new material amendment, consent, waiver or other modification to any intercompany Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereofnot previously disclosed. (b) Credit Parties Borrowers shall promptly (but in any event within three (3) Business Days) provide written notice to Agent (i) upon of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party that (A) would reasonably be expected to have a Material Adverse Effect or result in a judgment against, or liability for, any Credit Party or any Subsidiary thereof for an amount in excess of $1,000,000, or (B) in any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Borrower becoming aware of the existence of any Default or Event of Default, (iiiii) of any strikes or other labor disputes pending or, to any Credit PartyBorrower’s knowledge, threatened in writing against any Credit PartyParty which would reasonably be expected to have a Material Adverse Effect, and (iiiiv) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could would reasonably be expected to have a Material Adverse Effect, or if there is any written claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, others and (iv) an adverse resolution of all returns, recoveries, disputes and claims that such claim would reasonably be expected to result in liability of more than $150,000 in the aggregatehave a Material Adverse Effect. Credit Parties Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section 4.9(b). (c) Each Credit Party Borrower shall, and shall cause each Subsidiary, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party shall to, make reasonably available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (i) Credit Parties shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be deliveredwithin five (5) Business Days (or such longer period as Agent may agree in writing in its sole discretion)) provide written notice to Agent after any Credit Party or Subsidiary receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, and (ii) Credit Parties shall provide, together with the next quarterly monthly Compliance Certificate required to be delivered under this Agreementpursuant to Section 4.1(i), written notice to Agent after any Credit Party or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereof. (b) Credit Parties shall promptly (but in any event within three ten (310) Business DaysDays (or such longer period as Agent may agree in writing in its sole discretion)) provide written notice to Agent (i) upon any Credit Party becoming aware of (i) the existence of any Default or Event of Default, (ii) of any strikes or other labor disputes pending or, to any Credit Party’s knowledge, threatened against any Credit Party, in each case, that could reasonably be expected to have a Material Adverse Effect, (iii) if there is any infringement or written claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any written claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of othersothers that could reasonably be expected to have a Material Adverse Effect, and (iv) of all returns, recoveries, disputes and written claims that would reasonably be expected to result in liability of more than $150,000 5,000,000 in the aggregate. Credit Parties represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be is required under this Section 4.9(b). (c) Each Credit Party shall provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, each Credit Party shall make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (i) Credit Parties shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be delivered) provide written notice to Agent after any Credit Party or Subsidiary receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, and (ii) Credit Parties shall provide, together with the next quarterly Compliance Certificate required to be delivered under this Agreement, written notice to Agent after any Credit Party or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereof.. MidCap / Xtant / A&R Credit, Security and Guaranty Agreement (Revolving Loan) (b) Credit Parties shall promptly (but in any event within three (3) Business Days) provide written notice to Agent (i) upon any Credit Party becoming aware of the existence of any Default or Event of Default, (ii) of any strikes or other labor disputes pending or, to any Credit Party’s knowledge, threatened against any Credit Party, (iii) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (iv) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of more than $150,000 in the aggregate. Credit Parties represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section 4.9(b). (c) Each Credit Party shall provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof Original Closing Date and continuing through the termination of this Agreement, each Credit Party shall make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (ia) Credit Parties shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be deliveredwithin five (5) Business Days) provide written notice to Agent after any Credit Party or Subsidiary receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, and (ii) Credit Parties shall provide, together with the next quarterly Compliance Certificate required to be delivered under this Agreement, written notice to Agent after any Credit Party or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereof. (b) Credit Parties shall promptly (but in any event within three five (35) Business Days) provide written notice to Agent (i) upon any Credit Party becoming aware of the existence of any Default or Event of Default, (ii) of any strikes or other labor disputes pending or, to any Credit Party’s knowledge, threatened against any Credit Party, in each case, that could reasonably be expected to have a Material Adverse Effect, (iii) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of othersothers that could reasonably be expected to have a Material Adverse Effect, and (iv) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of more than $150,000 100,000 in the aggregate. Credit Parties represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be is required under this Section 4.9(b). (c) Each Credit Party shall provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) aboveabove and any notice given in respect of a Regulatory Reporting Event. From the date hereof and continuing through the termination of this Agreement, each Credit Party shall make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (a) (i) Credit Parties Borrowers shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be deliveredwithin five (5) Business Days) provide written notice to Agent after any Credit Party Borrower or Subsidiary receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, and (ii) Credit Parties Borrower shall provide, together with the next quarterly Compliance Certificate required to be delivered under this Agreement, written notice to Agent after any Credit Party Borrower or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereof; provided, that the filing of TELA Bio of such new Material Contract in an annual, quarterly or current report with the SEC on such applicable form shall be deemed to satisfy the requirements of this Section 4.9(a). (b) Credit Parties Borrowers shall promptly (but in any event within three five (35) Business Days) provide written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Credit Party Borrower becoming aware of the existence of any Default or Event of Default, (ii) of any strikes or other labor disputes pending or, to any Credit Party’s knowledge, threatened against any Credit Party, (iii) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (iv) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of involve more than $150,000 in the aggregate250,000. Credit Parties Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section 4.9(b). (c) Each Borrower shall, and shall cause each Credit Party shall Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) aboveabove and any notice given in respect of a Regulatory Reporting Event. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party shall to, make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (a) Borrower shall provide three (3) Business Days (i) Credit Parties shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be delivered) provide written notice to Agent after of Borrower (1) executing and delivering any Credit Party amendment, consent, waiver or Subsidiary receives other modification to any Material Contract which is material and adverse to such Material Contract or delivers which would reasonably be expected to have a Material Adverse Effect or (2) receiving or delivering any notice of termination or default or similar notice in connection with any Material Contract, Contract and (ii) Credit Parties shall provide, together with delivery of the next quarterly Compliance Certificate required due after such date (included as an update to be any such schedule delivered under this Agreement, written notice to Agent after therewith) the execution of any Credit Party or Subsidiary (1) executes and delivers new Material Contract and/or any new material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereofnot previously disclosed. (b) Credit Parties shall promptly (but in any event within three (3) Business Days) provide Borrowers will give prompt written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any MidCap / Aptevo Therapeutics / Term Credit and Security Agreement \DC - 036639/000031 - 8550121 v15 Financing Document, (ii) upon any Credit Party Borrower becoming aware of the existence of any Default or Event of Default, (iiiii) of any strikes or other labor disputes pending or, to any Credit PartyBorrower’s knowledge, threatened in writing against any Credit Party, which would reasonably be expected to have a Material Adverse Effect (iiiiv) if there is any infringement or written claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could would reasonably be expected to have a Material Adverse Effect, or if there is any written claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of othersothers and an adverse resolution of such claim would reasonably be expected to have a Material Adverse Effect, and (ivv) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of involve more than $150,000 in the aggregate250,000. Credit Parties Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section 4.9(b)and all litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party as of the Closing Date. (c) Each Borrower shall, and shall cause each Credit Party shall Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party shall to, make reasonably available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (A) (i) Credit Parties Borrowers shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be deliveredwithin five (5) Business Days) provide written notice to Agent after any Credit Party Borrower or Subsidiary receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, and (ii) Credit Parties Borrower shall provide, together with the next quarterly Compliance Certificate required to be delivered under this Agreement, written notice to Agent after any Credit Party Borrower or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereof. (bB) Credit Parties Borrowers shall promptly (but in any event within three five (35) Business Days) provide written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which, if adversely determined, would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Credit Party Responsible Officer becoming aware of the existence of any Default or Event of Default, (iiiii) of any strikes or other labor disputes pending or, to any Credit PartyBorrower’s knowledge, threatened against any Credit Party, in each case that would reasonably be expected to result in a Material Adverse Effect, (iiiiv) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (ivv) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of more than Seven Hundred Fifty Thousand Dollars ($150,000 in the aggregate750,000). Credit Parties Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all material matters existing as of the Closing Date for which notice could be required under this Section 4.9(b)4.9. (cC) Each Borrower shall, and shall cause each Credit Party shall Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) aboveabove and any notice given in respect of a Regulatory Reporting Event. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party shall to, make available to Agent and each LenderAgent, without expense to Agent or any LenderAgent, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (a) Borrower shall provide three (3) Business Days (i) Credit Parties shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be delivered) provide written notice to Agent after of Borrower (1) executing and delivering any Credit Party amendment, consent, waiver or Subsidiary receives other modification to any Material Contract which is material and adverse to such Material Contract or delivers which would reasonably be expected to have a Material Adverse Effect, (2) receiving or delivering any notice of termination or default or similar notice in connection with any Material Contract, or (3) with respect to any Royalty Agreement, receiving any notice decreasing or ceasing the payment of any Royalties thereunder; provided, that this clause (3) shall not require Borrower to breach the terms and conditions of any confidentiality agreement in connection a Royalty Agreement and existing prior to the Closing Date, and (ii) Credit Parties shall provide, together with delivery of the next quarterly Compliance Certificate required due after such date (included as an update to be any such schedule delivered under this Agreement, written notice to Agent after therewith) the execution of any Credit Party or Subsidiary (1) executes and delivers new Material Contract and/or any new material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereofnot previously disclosed. (b) Credit Parties shall promptly Borrowers will give prompt written notice to Agent (but in any event within three five (35) Business Days) provide written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Credit Party Borrower becoming aware of the existence of any Default or Event of Default, (iiiii) of any strikes or other labor disputes pending or, to any Credit PartyBorrower’s knowledge, threatened in writing against any Credit Party, which would reasonably be expected to have a Material Adverse Effect (iiiiv) if there is any infringement or written claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could would reasonably be expected to have a Material Adverse Effect, or if there is any written claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of othersothers and an adverse resolution of such claim would reasonably be expected to have a Material Adverse Effect, and (ivv) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of involve more than $150,000 in the aggregate250,000. Credit Parties Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section 4.9(b)and all litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party as of the Closing Date. (c) Each Borrower shall, and shall cause each Credit Party shall Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party shall to, make reasonably available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party. (d) Borrower shall, and shall cause each Credit Party to, promptly (but in any event within five (5) Business Days of any request therefor) deliver to Agent information and documentation reasonably requested by Agent or any Lender for purposes of compliance with applicable “know your customer” requirements under the PATRIOT Act or other applicable anti-money laundering laws.

Notices of Material Contracts, Litigation and Defaults. (ia) Credit Parties shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be deliveredwithin five (5) Business Days) provide written notice to Agent after any Credit Party or Subsidiary receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, and (ii) Credit Parties shall provide, together with the next quarterly Compliance Certificate required to be delivered under this Agreement, written notice to Agent after any Credit Party or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereof. (b) Credit Parties shall promptly (but in any event within three five (35) Business Days) provide written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party, in each case, which, if adversely determined, would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Credit Party becoming aware of the existence of any Default or Event of Default, (iiiii) of any strikes or other labor disputes pending or, to any Credit Party’s knowledge, threatened against any Credit Party, in each case, that could reasonably be expected to have a Material Adverse Effect, (iiiiv) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of othersothers that could reasonably be expected to have a Material Adverse Effect, and (ivv) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of more than $150,000 500,000 in the aggregate. Credit Parties represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be is required under this Section 4.9(b). (c) Each Credit Party shall provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) aboveabove and any notice given in respect of a Regulatory Reporting Event. From the date hereof and continuing through the termination of this Agreement, each Credit Party shall make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.. MidCap / Viewray / Credit, Security and Guaranty Agreement

Notices of Material Contracts, Litigation and Defaults. (a) Borrower shall provide four (4) Business Days (i) Credit Parties shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be delivered) provide written notice to Agent after of Borrower (1) executing and delivering any Credit Party amendment, consent, waiver or Subsidiary receives other modification to any Material Contract which is material and adverse to such Material Contract or delivers which could reasonably be expected to have a Material Adverse Effect or (2) receiving or delivering any notice of termination or default or similar notice in connection with any Material Contract, Contract and (ii) Credit Parties shall provide, together with delivery of the next quarterly Compliance Certificate required (included as an update to be the such any schedule delivered under this Agreement, written notice to Agent after therewith) the execution of any Credit Party or Subsidiary (1) executes and delivers new Material Contract and/or any new material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereofnot previously disclosed. (b) Credit Parties shall promptly (but in any event within three (3) Business Days) provide Borrowers will give prompt written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Credit Party Borrower becoming aware of the existence of any Default or Event of Default, (iiiii) of any strikes or other labor disputes pending or, to any Credit PartyBorrower’s knowledge, threatened against any Credit Party, (iiiiv) if there is any infringement or written claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or (v) if there is any written claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of othersothers and an adverse resolution of such claim could reasonably be expected to have a Material Adverse Effect, and (ivvi) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of involve more than $150,000 in the aggregate1,000,000. Credit Parties Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section 4.9(b)4.9. (c) Each Borrower shall, and shall cause each Credit Party shall Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party shall to, make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (i) Credit Parties shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be delivered) provide written notice to Agent after any Credit Party or Subsidiary receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, and (ii) Credit Parties shall provide, together with the next quarterly Compliance Certificate required to be delivered under this Agreement, written notice to Agent after any Credit Party or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereof. (b) Credit Parties shall promptly (but in any event within three (3) Business Days) provide written notice to Agent (i) upon any Credit Party becoming aware of the existence of any Default or Event of Default, (ii) of any strikes or other labor disputes pending or, to any Credit Party’s knowledge, threatened against any Credit Party, (iii) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (iv) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of more than Five Hundred Thousand ($150,000 500,000) in the aggregate. Credit Parties represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section 4.9(b). (c) . Each Credit Party shall provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, each Credit Party shall make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.. 257619867 v8

Notices of Material Contracts, Litigation and Defaults. ​ (a) (i) Credit Parties Borrowers shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be deliveredwithin five (5) Business Days) provide written notice to Agent after any Credit Party Borrower or Subsidiary receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, and (ii) Credit Parties Borrower shall provide, together with the next quarterly Compliance Certificate required to be delivered under this Agreement, written notice to Agent after any Credit Party Borrower or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereof.. ​ (b) Credit Parties Borrowers shall promptly (but in any event within three five (35) Business Days) provide written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which, if adversely determined, would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Credit Party Responsible Officer becoming aware of the existence of any Default or Event of Default, (iiiii) of any strikes or other labor disputes pending or, to any Credit PartyBorrower’s knowledge, threatened against any Credit Party, in each case that would reasonably be expected to result in a Material Adverse Effect, (iiiiv) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (ivv) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of more than Seven Hundred Fifty Thousand Dollars ($150,000 in the aggregate750,000). Credit Parties Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all material matters existing as of the Closing Date for which notice could be required under this Section 4.9(b).4.9. ​ (c) Each Borrower shall, and shall cause each Credit Party shall Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) aboveabove and any notice given in respect of a Regulatory Reporting Event. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party shall to, make available to Agent and each Lender​ ​ Agent, without expense to Agent or any LenderAgent, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.. ​

Notices of Material Contracts, Litigation and Defaults. (a) Borrower shall provide (i) Credit Parties shall promptly three (but in any event contemporaneously with when the next Compliance Certificate is required to be delivered3) provide Business Days written notice to Agent of Borrower (1) prior to executing and delivering any amendment, consent, waiver or other modification to any Material Contract which is material and adverse to such Material Contract or which could reasonably be expected to have a Material Adverse Effect or (2) after any Credit Party receiving or Subsidiary receives or delivers delivering any notice of termination or default or similar notice in connection with any Material Contract, Contract and (ii) Credit Parties shall provide, together with delivery of the next quarterly Compliance Certificate required (included as an update to be any schedule delivered under this Agreement, written notice to Agent after therewith) the execution of any Credit Party or Subsidiary (1) executes and delivers new Material Contract and/or any new material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract not previously disclosed. MidCap / EndoChoice / Term Credit and shall, upon request of Agent, promptly provide Agent a copy thereof.Security Agreement (b) Credit Parties shall promptly (but in any event within three (3) Business Days) provide Borrowers will give prompt written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Credit Party Borrower becoming aware of the existence of any Default or Event of Default, (iiiii) of any strikes or other labor disputes pending or, to any Credit PartyBorrower’s knowledge, threatened against any Credit Party, (iiiiv) if there is any infringement or written claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or (v) if there is any written claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of othersothers and an adverse resolution of such claim could reasonably be expected to have a Material Adverse Effect, and (ivvi) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of involve more than $150,000 in the aggregate. Credit Parties represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section 4.9(b)500,000. (c) Each Borrower shall, and shall cause each Credit Party shall Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party shall to, make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. MidCap / HTG / Credit and Security Agreement (Term Loan) \\DC - 036639/000001 - 12092479 (i) Credit Parties Borrowers shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be deliveredwithin five (5) Business Days) provide written notice to Agent after any Credit Party Borrower or Subsidiary receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, and (ii) Credit Parties Borrower shall provide, together with the next quarterly Compliance Certificate required to be delivered under this Agreement, written notice to Agent after any Credit Party Borrower or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereof. (b) Credit Parties Borrowers shall promptly (but in any event within three five (35) Business Days) provide written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Credit Party Borrower becoming aware of the existence of any Default or Event of Default, (iiiii) of any strikes or other labor disputes pending or, to any Credit PartyBorrower’s knowledge, threatened in writing against any Credit Party, (iii) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could would reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others(iv) [reserved], and (ivv) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of involve more than $150,000 in the aggregate500,000 (other than returns of demonstration equipment and products). Credit Parties Borrowers represent and warrant that Schedule 4.9 to the Disclosure Letter sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section 4.9(b)and all litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party as of the Closing Date. (c) Each Borrower shall, and shall cause each Credit Party shall Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) aboveabove and any notice given in respect of a Regulatory Reporting Event. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party shall to, make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (a) (i) Credit Parties shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be deliveredwithin five (5) Business Days) provide written notice to Agent after any Credit Party or Subsidiary receives or delivers any notice of termination or default (or similar notice notice) in connection with any Material Contract, and (ii) Credit Parties shall provide, together with the next quarterly Compliance Certificate required to be delivered under this Agreement, written notice to Agent after any Credit Party or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract or (2) enters into any new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereof. (b) Credit Parties shall promptly (but in any event within three (3) Business Days) provide written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party, (ii) upon any Credit Party Borrower becoming aware of the existence of any Default or Event of Default, (iiiii) of any strikes or other labor disputes pending or, to any Credit PartyBorrower’s knowledge, threatened against any Credit Party, (iiiiv) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (ivv) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of involve more than $150,000 in the aggregate300,000. Credit Parties represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Fourth Amendment Effective Date for which notice could be required under this Section 4.9(b)4.9. (c) Each Credit Party shall provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, each Credit Party shall make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (a) Borrower shall provide four (4) Business Days (i) Credit Parties shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be delivered) provide written notice to Agent after of Borrower (1) executing and delivering any Credit Party amendment, consent, waiver or Subsidiary receives other modification to any Material Contract which is material and adverse to such Material Contract or delivers which could reasonably be expected to have a Material Adverse Effect or (2) receiving or delivering any notice of termination or default or similar notice in connection with any Material Contract, Contract and (ii) Credit Parties shall provide, together with delivery of the next quarterly Compliance Certificate required (included as an update to be the such any schedule delivered under this Agreement, written notice to Agent after therewith) the execution of any Credit Party or Subsidiary (1) executes and delivers new Material Contract and/or any new material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereofnot previously disclosed. (b) Credit Parties shall promptly (but in any event within three (3) Business Days) provide Borrowers will give prompt written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Credit Party Borrower becoming aware of the existence of any Default or Event of Default, (iiiii) of any strikes or other labor disputes pending or, to any Credit PartyBorrower’s knowledge, threatened against any Credit Party, (iiiiv) if there is any infringement or written claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or (v) if there is any written claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of othersothers and an adverse resolution of such claim could reasonably be expected to have a Material Adverse Effect, and (ivvi) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of involve more than $150,000 in the aggregate1,000,000. Credit Parties Borrowers represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section 4.9(b)4.9. (c) Each Borrower shall, and shall cause each Credit Party shall Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party shall to, make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-third- party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (a) Borrower shall provide (i) Credit Parties shall promptly three (but in any event contemporaneously with when the next Compliance Certificate is required to be delivered3) provide Business Days written notice to Agent of Borrower (1) prior to executing and delivering any amendment, consent, waiver or other modification to any Material Contract which is material and adverse to such Material Contract or which could reasonably be expected to have a Material Adverse Effect or (2) after any Credit Party receiving or Subsidiary receives or delivers delivering any notice of termination or default or similar notice in connection with any Material Contract, Contract and (ii) Credit Parties shall provide, together with delivery of the next quarterly Compliance Certificate required (included as an update to be any schedule delivered under this Agreement, written notice to Agent after therewith) the execution of any Credit Party or Subsidiary (1) executes and delivers new Material Contract and/or any new material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereofnot previously disclosed. (b) Credit Parties shall promptly (but in any event within three (3) Business Days) provide Borrowers will give prompt written notice to Agent (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document, (ii) upon any Credit Party Borrower becoming aware of the existence of any Default or Event of Default, (iiiii) of any strikes or other labor disputes pending or, to any Credit PartyBorrower’s knowledge, threatened against any Credit Party, (iiiiv) if there is any infringement or written claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or (v) if there is any written claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of othersothers and an adverse resolution of such claim could reasonably be expected to have a Material Adverse Effect, and (ivvi) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of involve more than $150,000 in the aggregate. Credit Parties represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section 4.9(b)500,000. (c) Each Borrower shall, and shall cause each Credit Party shall Party, to provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, Borrower shall, and shall cause each Credit Party shall to, make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.

Notices of Material Contracts, Litigation and Defaults. (i) Credit Parties shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be delivered) provide written notice to Agent after any Credit Party or Subsidiary receives or delivers any notice of termination or default or similar notice in connection with any Material Contract, and (ii) Credit Parties shall provide, together with the next quarterly Compliance Certificate required to be delivered under this Agreement, written notice to Agent after any Credit Party or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract or (2) enters into new Material Contract and shall, upon request of Agent, promptly provide Agent a copy thereof. (b) Credit Parties shall promptly (but in any event within three (3) Business Days) provide written notice to Agent (i) upon any Credit Party becoming aware of the existence of any Default or Event of Default, (ii) of any strikes or other labor disputes pending or, to any Credit Party’s knowledge, threatened against any Credit Party, (iii) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (iv) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of more than $150,000 in the aggregate. Credit Parties represent and warrant that Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section 4.9(b). (c) Each Credit Party shall provide such further information (including copies of such documentation) as Agent or any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, each Credit Party shall make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.. MidCap / Xtant / Credit, Security and Guaranty Agreement (Term Loan)

Notices of Material Contracts, Litigation and Defaults. (a) (i) Credit Parties shall promptly (but in any event contemporaneously with when the next Compliance Certificate is required to be deliveredwithin five (5) Business Days) provide written notice to Agent and the Lenders after any Credit Party or Subsidiary receives or delivers any written notice of termination or default (or similar notice notice) in connection with any Material Contract, and (ii) Credit Parties shall provide, together with the next quarterly Compliance Certificate required to be delivered under this Agreement, written notice to Agent and the Lenders after any Credit Party or Subsidiary (1) executes and delivers any material amendment, consent, waiver or other modification to any Material Contract (other than change orders incurred in the Ordinary Course of Business) or (2) enters into any new Material Contract and shall, upon written request of Agent, promptly provide Agent and Lenders a copy thereof. (b) Credit Parties shall promptly (but in any event within three five (35) Business Days) provide written notice to Agent and the Lenders (i) of any litigation or governmental proceedings pending or threatened (in writing) against Borrowers or other Credit Party which would reasonably be expected to have a Material Adverse Effect with respect to Borrowers or any other Credit Party or which in any manner calls into question the validity or enforceability of any Financing Document or which (if adversely determined) would reasonably be expected to result in liability or loss to the Credit Parties or their Subsidiaries in excess of $5,000,000, (ii) upon any Credit Party Borrower becoming aware of the existence of any Default or Event of Default, (iiiii) of any strikes or other labor disputes pending or, to any Credit PartyBorrower’s knowledge, threatened (in writing) against any Credit Party, (iiiiv) if there is any infringement or claim of infringement by any other Person with respect to any Intellectual Property rights of any Credit Party that could reasonably be expected to have a Material Adverse Effect, or if there is any claim by any other Person that any Credit Party in the conduct of its business is infringing on the Intellectual Property rights of others, and (ivv) of all returns, recoveries, disputes and claims that would reasonably be expected to result in liability of involve more than $150,000 in 1,000,000, and (vi) any notices of default given or received with respect to any Permitted Servicing Joint Venture and, upon written request of the aggregateAgent or any Lender, such additional material or documentation provided by or to the Credit Parties with respect to each such Permitted Servicing Joint Venture as may be reasonably requested. Credit Parties represent and warrant that that, except as hereafter disclosed to Agent in writing, Schedule 4.9 sets forth a complete list of all matters existing as of the Closing Date for which notice could be required under this Section 4.9(b). and all litigation or governmental proceedings pending or threatened (cin writing) Each Credit Party shall provide such further information (including copies of such documentation) as Agent or against any Lender shall reasonably request with respect to any of the events or notices described in clauses (a) and (b) above. From the date hereof and continuing through the termination of this Agreement, each Credit Party shall make available to Agent and each Lender, without expense to Agent or any Lender, each Credit Party’s officers, employees and agents and books, to the extent that Agent or any Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceeding instituted by or against Agent or any Lender with respect to any Collateral or relating to a Credit Party.