Procedures. Each time the Corporation delivers an applicable Schedule to ACON, the Management Representative and Fundamental, as applicable under this Agreement, including any Amended Schedule delivered pursuant to [Section 2.4(b)], but excluding any Early Termination Schedule or amended Early Termination Schedule delivered pursuant to the procedures set forth in Section 4.2, the Corporation shall also: # deliver supporting schedules and work papers, as determined by the Corporation or as reasonably requested by ACON and the Management Representative, as applicable, that provide a reasonable level of detail regarding the data and calculations that were relevant for purposes of preparing the Schedule; # deliver an Advisory Firm Letter supporting such Schedule; and # allow ACON and the Management Representative, as applicable, and their advisors to have reasonable access to the appropriate representatives, as determined by the Corporation or as reasonably requested by ACON and the Management Representative, as applicable, at the Corporation and the Advisory Firm in connection with a review of such Schedule. Without limiting the generality of the preceding sentence, the Corporation shall ensure that any Tax Benefit Schedule that is delivered to ACON, the Management Representative and Fundamental, as applicable, along with any supporting schedules and work papers, provides a reasonably detailed presentation of the calculation of the actual liability of the Corporation for Covered Taxes (the “with” calculation) and the Hypothetical Tax Liability of the Corporation (the “without” calculation), and identifies any material assumptions or operating procedures or principles that were used for purposes of such calculations. An applicable Schedule or amendment thereto shall become final and binding on the Parties thirty (30) calendar days from the date on which ACON, the Management Representative and Fundamental, as applicable, first received the applicable Schedule or amendment thereto unless:

Procedures. Procedures for W/C Swingline Loans. To request a W/C Swingline Loan, a Borrower shall notify the Administrative Agent of such request by telephone (confirmed by telecopy), not later than 12:00 noon, Eastern time, on the day of a proposed W/C Swingline Loan or by such other time and by other procedures as may be agreed upon from time to time between the applicable Borrower and the Swingline Lender. Each such notice shall be irrevocable and shall specify the requested date (which shall be a Business Day) and amount of the requested W/C Swingline Loan and whether such W/C Swingline Loan shall be an ABR Loan or shall bear interest at an alternate rate agreed upon by the applicable Borrower and the Swingline Lender, and each W/C Swingline Loan shall bear interest at the ABR or at an alternate rate if agreed upon by the applicable Borrower and the Swingline Lender. The Administrative Agent will promptly advise the Swingline Lender of any such notice received from any Borrower. The Swingline Lender shall make each W/C Swingline Loan available to the applicable Borrower by means of a credit to the general deposit account of the applicable Borrower with the Swingline Lender (or, in the case of a W/C Swingline Loan made to finance the reimbursement of an LC Disbursement as provided in [Section 2.06(e)], by remittance to the Issuing Bank) by 3:00 p.m., Eastern time, on the requested date of such W/C Swingline Loan.

Procedures. In connection with the filing of a Demand Registration Statement or Demand Offering Statement as provided by these Articles Supplementary, until the Registrable Securities cease to be Registrable Securities or the Qualifiable Securities cease to be Qualifiable Securities, as applicable, the Corporation shall use commercially reasonable efforts to, as expeditiously as reasonably practicable:

Procedures. With respect to any Award granted subject to Performance Goals, at the time determined by the Administrator in its sole discretion provided that achievement of the Performance Goals is substantially uncertain to be attained (as determined in the sole discretion of the Administrator), the Administrator will, in writing, # designate one or more Participants to whom an Award will be made, # select the Performance Goals applicable to the Performance Period, # establish the Performance Goals, and amounts of such Awards, as applicable, which may be earned for such Performance Period, and # specify the relationship between Performance Goals and the amounts of such Awards, as applicable, to be earned by each Participant for such Performance Period. Following the completion of each Performance Period, the Administrator will certify in writing whether the applicable Performance Goals have been achieved for such Performance Period. In determining the amounts earned by a Participant, the Administrator will have the right to reduce or eliminate (but not to increase) the amount payable at a given level of performance to take into account additional factors that the Administrator may deem relevant to the assessment of individual or corporate performance for the Performance Period. A Participant will be eligible to receive payment pursuant to an Award subject to Performance Goals for a Performance Period only to the extent the Performance Goals for such period are achieved, unless otherwise determined by the Administrator in its sole discretion.

Procedures. Unless agreed to the contrary by record authenticated by both the Lender and the Borrower, the following procedures will apply to electronic communications:

Procedures. In the event that a Party seeks indemnification under this Section 8, it will inform the other Party of a Claim as soon as reasonably practicable after it receives notice of such Claim, will permit the indemnifying Party to assume direction and control of the defense of the Claim (but take into account the reasonable views of the other Party), which includes the right to settle the Claim solely for monetary consideration, will cooperate as reasonably requested (at the expense of the indemnifying party) in the defense of the Claim, and will not settle or compromise the Claim without the express, prior written consent of the indemnifying Party.

Procedures. At the request of [[Surmodics:Organization]], Abbott shall, and shall cause its Affiliates to, permit an independent auditor designated by [[Surmodics:Organization]] and reasonably acceptable to Abbott, at reasonable times and upon reasonable notice, to audit the books and records maintained pursuant to Section 7.8 to ensure the accuracy of all reports and payments made hereunder. Such examinations may not # be conducted for any Calendar Quarter more than ​ after the end of such Calendar Quarter, # be conducted more than ​ period (unless a previous audit during such ​ period revealed an underpayment (or with respect to any reimbursement, an overpayment) with respect to such period) or # be repeated for any Calendar Quarter. Except as provided below, the cost of this audit shall be borne by [[Surmodics:Organization]], unless the audit reveals a variance of more than ​ (​) from the reported amounts, in which case Abbott shall bear the cost of the audit. Unless disputed pursuant to [Section 7.9.2], if such audit concludes that # additional amounts were owed by Abbott, Abbott shall pay the additional amounts or # excess payments were made by Abbott, [[Surmodics:Organization]] shall reimburse such excess payments, in either case ((x) or (y)), within ​ after the date on which such audit is completed by [[Surmodics:Organization]].

Exercise Procedures. The form of Notice of Exercise included in the Warrants set forth the totality of the procedures required of the Purchasers in order to exercise the Warrants. No additional legal opinion, other information or instructions shall be required of the Purchasers to exercise their Warrants. Without limiting the preceding sentences, no ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization) of any Notice of Exercise form be required in order to exercise the Warrants. The Company shall honor exercises of the Warrants and shall deliver Warrant Shares in accordance with the terms, conditions and time periods set forth in the Transaction Documents.

Borrowers shall give written notice (each such written notice, a "Notice of Borrowing") substantially in the form of [Exhibit B] or telephonic notice (followed immediately by a Notice of Borrowing) to Administrative Agent of each proposed Base Rate or LIBOR borrowing not later than # in the case of a Base Rate borrowing, 11:00 A.M., Chicago time, on the proposed date of such borrowing, and # in the case of a LIBOR borrowing, 11:00 A.M., Chicago time, at least three (3) Business Days prior to the proposed date of such borrowing. Each such notice shall be effective upon receipt by Administrative Agent, shall be irrevocable, and shall specify the date, amount and type of borrowing and, in the case of a LIBOR borrowing, the initial Interest Period therefor. Each borrowing shall be on a Business Day. Each LIBOR borrowing shall be in an aggregate amount of at least $1,000,000 and an integral multiple of at least $500,000.

Disbursement Procedures. The Issuing Bank for any Letter of Credit shall, within the time allowed by applicable law or the specific terms of the Letter of Credit following its receipt thereof, examine all documents purporting to represent a demand for payment under such Letter of Credit. Such Issuing Bank shall promptly after such examination notify the Administrative Agent and the Borrower by telephone (confirmed by fax or through Electronic Systems) of such demand for payment if such Issuing Bank has made or will make an LC Disbursement thereunder; provided that any failure to give or delay in giving such notice shall not relieve the Borrower of its obligation to reimburse such Issuing Bank and the Revolving Lenders with respect to any such LC Disbursement.