Common use of Certificates; Reports; Other Information Clause in Contracts

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month of the Borrower, and (iii) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office or the United States Copyright office by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31, 2023, no later than 90 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized); (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reservedReserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to such Responsible Officer has obtained Officer’s knowledge, no knowledge of any Default or Event of Default exists except as specified in such certificate and (ii) in the case of monthly all quarterly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month quarter or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and together with the Compliance Certificate accompanying delivery of the annual and quarterly financial statements, a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (ci) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 60 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget in the form provided to the board of directors of Holdings for the following fiscal year (including a projected consolidated balance sheet of the Borrower Holdings and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”) and (ii) concurrently with the delivery of the financial statements referred to in Section 6.1(c), which Projections shall in each case be accompanied copies of all financial and other information delivered to the Board of Directors of the Borrower for such month, excluding any material determined by a certificate of a Responsible Officer stating that such Projections have been prepared the Borrower in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof highly sensitive or confidential (it being understood that such Projections are including, without limitation, as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realizedcompensation); (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.6 and the terms of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and (h) promptly, such additional financial and other information as the Administrative Agent may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender:): (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer of the Borrower stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and certificate, (ii) in the case of monthly or quarterly financial statementsstatements delivered pursuant to Section 6.1(b), (w) a report detailing the cash balance of each Group Member’s Deposit Accounts and Securities Accounts as of the last day of such quarter, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member Loan Party with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month fiscal period of the Borrower, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to, applied for, or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date), and (iii) in the case of financial statements delivered pursuant to Section 6.1(a), updated insurance certificates evidencing the insurance coverage required to be maintained pursuant to Section 6.6; (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 60 days after the end of each fiscal year of the Borrower, a detailed board-consolidated board of director approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as availablewithin 30 days after the adoption thereof, material revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Borrower stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (d) promptly, and in any event within five ten (510) Business Days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower a Group Member sends to the holders of any class of the Borrower’s its Indebtedness or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon reasonable request by the Administrative Agent, within five (5) Business Days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) not later than 45 days after the end of January, April, July and October, an SaaS and recurring revenue metric report, substantially in the form of the file agreed upon between the Borrower and the Administrative Agent labelled “Yext Recurring Revenue Report - Exhibit to 03.2020 Credit Agreement” (or in such other form as may be reasonably satisfactory to the Administrative Agent in its reasonable discretion); provided that if the Consolidated Quick Ratio is at least 2.00:1.00 as of the last day of the applicable January, April, July or October, such report may be delivered in the form of the file agreed upon between the Borrower and the Administrative Agent on or around March 10, 2020 (or in such other form as may be reasonably satisfactory to the Administrative Agent in its reasonable discretion) (each such report described in this clause (g), a “Recurring Revenue Report”); and (h) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request with respect to the Group Members.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reservedReserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.16.1(a) and (c), (i) a certificate of a Responsible Officer stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no actual knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 45 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are incorrect or misleading in any material respect, it being recognized by the Lenders that such financial information as it relates to future events and are is not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections financial information may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)set forth therein by a material amount; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five (5) days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) [Reserved]; (h) Within ninety (90) days after the last day of each fiscal quarter, copies of all reports, statements and other information filed with the State of California Department of Financial Institutions and other State of California Governmental Authorities during such fiscal quarter; (i) Upon the Administrative Agent’s request, copies of all periodic and other reports and materials filed by the Borrower with FinCEN including, without limitation, any FinCEN Form 107 or other renewals; (j) Within thirty (30) days after completion, copies of all Bank Secrecy Act/Anti-Money Laundering (BSA/AML) independent testing reports, and, as applicable, all BSA/AML reports created in the future by the Borrower’s internal audit team (if any); (k) [Reserved]; and (l) promptly, such additional reports and financial and other information as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reservedReserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.16.1(b) (other than with respect to the Fiscal Quarter ending September 30, 2020) and pursuant to Section 6.1(a), (i) a certificate Compliance Certificate (x) containing, solely with respect to such Compliance Certificates delivered with the financial statements pursuant to Section 6.1(b) hereof, all information and calculations reasonably necessary for determining compliance by the Borrower with the provisions of Section 7.1 of this Agreement as of the last day of the Fiscal Quarter of Holdings (it being understood and agreed that delivery of a Responsible Officer completed Compliance Certificate substantially in the form of Exhibit B shall satisfy the requirement in this clause (x)) and (y) stating that, such that a Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate Compliance Certificate, and (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month of the Borrower, and (iii) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations material Intellectual Property consisting of United States patents, trademarks and/or copyrights (or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office therefor) issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiii) (or, in the case of the first such report so delivered, since the Closing Effective Date); (c) prior to a Qualified IPO, commencing with Projections for the fiscal year ending ended December 31, 20232020, and no later than 90 sixty (60) days after the end of each fiscal year subsequent Fiscal Year of the BorrowerHoldings, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower Holdings and its Subsidiaries as of the end of each calendar month Fiscal Quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material revisions, if any, of such budget and projections with respect to such fiscal year statement) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized); (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender:): (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.16.1 and on a monthly basis within 30 days of each month, (i) a certificate of a Responsible Officer stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly quarterly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month month, fiscal quarter or fiscal year of the Borrower, and as the case may be, (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to, applied for or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date), and (z) in the case of monthly financials statements, bank statements evidencing compliance with the Liquidity financial covenant; (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 60 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of of, or links to the filings made at the SEC’s Xxxxx site of, each annual report, proxy or financial statement or other material report that the Borrower any Group Member sends to the holders of any class of the Borrower’s its Indebtedness or public equity securities and, within five (5) days after the same are filed, copies of of, or links to the filings made at the SEC’s Xxxxx site of, all annual, regular, periodic and special reports and registration statements which the Borrower Group Member may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and (b) a Borrowing Base Certificate accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion, including without limitation, details of Recurring Revenue including, without limitation, total Recurring Revenue, total customers, the Advance Rate, Churn Rate and the Retention Rate; (h) promptly, such additional financial and other information, including, without limitation, any certification or other evidence confirming Borrower’s compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (ix) a certificate of a Responsible Officer stating that, such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of any applicable financial covenant set forth in this Agreement referred to therein as of the last day of the applicable calendar month fiscal quarter or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party Party, and (z) a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to, applied for or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiib) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 thirty (30) days after the end of each fiscal year of the Borrower, a detailed board-board approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position flow and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material and in any event no later than fifteen (15) days thereafter, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on estimates, information and assumptions believed by the Borrower to be reasonable as of the date thereof reasonable, and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realizedby a material amount); (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days Business Days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower any Group Member sends to the holders of any class of the Borrower’s its Indebtedness or public equity securities and, within five (5) days Business Days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower any Group Member may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law (including any Healthcare Laws) that, in each case, could reasonably be expected to have a Material Adverse Effect; (g) promptly upon receipt by any Group Member obtaining knowledge of the following, written notice thereof prepared in reasonable detail that any Group Member has become subject to any federal, state, local governmental or civil or criminal investigations or audits involving or related to its compliance with Healthcare Laws (including, without limitation, an inquiry or investigation of any Person having “ownership, financial or control interest” (as that phrase is defined in 42 C.F.R. §420.201 et seq.) in any in any Group Member (other than routine audits in the ordinary course of business that are not the result of any actual or alleged violations of Healthcare Laws) that could reasonably be expected to be material to the Group Members, taken as a whole; (h) concurrently with the delivery of the financial statements referred to in Section 6.1(a), updated certificates evidencing insurance coverage required to be maintained pursuant to Section 6.6, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and (i) promptly, such additional financial and other information as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Agent and Lender (or, in the case of clause (k), to the relevant Agent or Lender:): (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of all monthly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 45 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following such immediately subsequent fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto, projected Available Revolving Commitment and covenant compliance for each fiscal quarter period of such fiscal year), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Borrower stating that such Projections have been prepared in are based upon good faith based upon estimates and assumptions believed by the Borrower to be reasonable as of at the date thereof (time made, it being understood recognized that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)set forth therein by a material amount; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law and that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) (i) (A) if a Streamline Period is not then in effect, not later than 3 days after the end of each week, and (B) while a Streamline Period is in effect, not later than 20 days after the end of each month, and in each case at any other times reasonably requested by any Agent, and (ii) prior to any borrowing of Revolving Loans or making of any Revolving Extensions of Credit, in each case of clauses (i) and (ii): (1) a Transaction Report (including, for the avoidance of doubt, a Borrowing Base Certificate) accompanied by such supporting detail and documentation as shall be requested by any Agent in its reasonable discretion (including supporting schedules and reports relied on to compile the Transaction Report), (2) accounts receivable agings, aged by invoice date, (3) Inventory perpetual reports, (4) accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (5) a Deferred Revenue schedule, (6) a sell through report, and (7) reconciliations of accounts receivable agings (aged by invoice date) and general ledger; (h) concurrently with the delivery of the financial statements referred to in Section 6.1(c), copies of all written reports, presentations or memoranda with respect to results of operations or financial information of any Group Member that have been delivered to the Board of Directors of the Borrower for such month, excluding any material determined by the Borrower in good faith to be highly sensitive or confidential; (i) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.6 and the terms of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which any Agent may reasonably request; (j) (i) if a Streamline Period is not then in effect, not later than 3 days after the end of each week, (ii) while a Streamline Period is in effect, not later than 20 days after the end of each month, and (iii) more frequently as may be reasonably requested by any Agent, a Liquidity Report (together with supporting details, cash reporting, and backup) as of such date; (k) not later than 20 days after the end of each calendar month, a report, in form and substance reasonably satisfactory to the Collateral Agents, with respect to BrightPoint A/P as of the last day of such month; and (l) promptly, such additional financial and other information as any Agent or any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly all monthly, quarterly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations reasonably necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month or fiscal year of the BorrowerParent, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (cb) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 60 days after the end of each fiscal year of the BorrowerParent, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower Parent and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate commensurate with those provided to the Parent’s board of a Responsible Officer stating that such Projections have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)directors; (dc) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the BorrowerParent’s filings with the SEC); (ed) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower Parent sends to the holders of any class of the BorrowerParent’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower Parent may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (e) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that would reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (f) concurrently with each Notice of Borrowing and in any event within 35 days after the end of each month, account receivable and account payable agings (by invoice date), a deferred revenue schedule, and a Transaction Report summarizing and calculating (where applicable) the Borrowing Base, the Annualized Recurring Revenue Retention Rate, Recurring Revenue and Recurring Revenue Lost, together with all key performance metrics; (g) concurrently with the delivery of financial statements referred to in Section 6.1(b), a Liquidity Report as of the last day of the month to which such financial statements relate; (h) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage maintained by the Borrowers pursuant to Section 6.6 and the terms of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and (i) promptly, such additional financial and other information as the Administrative Agent may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use best efforts to furnish) to the Administrative Agent, for distribution to each Lender: (a) [reserved];concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; SF1 1952992 (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly or quarterly financial statements, (x) a Compliance Certificate containing (A) the amount of Permitted gTLD Investments for the period, and (B) all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein Section 7.1 as of the last day of the applicable calendar month fiscal quarter or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, (A) a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party and (other than any registration that is then subject to an Intellectual Property Security Agreement (B) a list of Subsidiaries created or supplement thereto)) during the applicable calendar quarter acquired, in each case since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 30 days after prior to the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material revisions, if any, of such budget and projections with respect to such fiscal year ) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized); (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reservedReserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, a Compliance Certificate of a Responsible Officer, on behalf of the Loan Parties, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it during such period, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and Compliance Certificate, (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month or fiscal year of the Borrower (including, without limitation, a calculation of Consolidated Adjusted EBITDA with each Compliance Certificate delivered with any monthly financial statements for the last month of the Borrowerany quarter), and (iii) certifying that such financial statements present fairly in conjunction all material respects the consolidated financial condition of Parent and its Subsidiaries as at the date thereof and have been prepared in reasonable detail and in accordance with GAAP or IFRS, as applicable, applied consistently throughout the delivery periods reflected therein and with prior periods, subject in the case of monthly financial statements to normal year-end audit adjustments and the absence of footnotes and (iv) with respect to each Compliance Certificate delivered in respect of the quarterly annual financial statementsstatements delivered pursuant to Section 6.1(a), to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for (x) registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office or the United States Copyright office (y) other material Intellectual Property, issued, licensed, or acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report annual Compliance Certificate delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Dateiv); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 the earlier of (i) five (5) days after approval thereof by Parent’s board of directors and (ii) 60 days after the end of each fiscal year of the BorrowerParent, a detailed board-approved consolidated budget of Parent and its Subsidiaries for the following fiscal year (including a projected consolidated balance sheet of the Borrower Parent and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in are based upon good faith based upon estimates and assumptions believed by the Borrower Parent to be reasonable as of at the date thereof (time made, it being understood recognized that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and results set forth therein by a material amount; it being further agreed that no assurance can be given that Parent shall deliver to the projected results will be realized)Administrative Agent within three (3) Business Days following any updates thereto approved by Parent’s board of directors; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each material notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC (or such comparable agency) relating to the Borrower’s Loan Parties’ filings with the SECSEC (or such comparable agency or similar routine correspondence); (e) within five (5) days Business Days after the same are sent, copies of each annual report, proxy or financial statement or other material report or notice that the Borrower any Loan Party sends to the holders of any class of the Borrowersuch Loan Party’s Indebtedness debt holders or public equity securities and, within five (5) days Business Days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower any Loan Party may file with the SEC under Section 13 or 15(d) of the Exchange ActAct (or comparable agency or reports in any applicable non-U.S. jurisdiction), or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five (5) Business Days after the same are sent to, or received by any Loan Party or any Subsidiary thereof, copies of all material correspondence, reports, documents and other material filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law that would reasonably be expected to have a Material Adverse Effect on any of the material Governmental Approvals or otherwise on the operations of the Loan Parties or the Group Members; (g) not later than 30 days after the end of each month. and , if requested by SVB following the delivery of a Notice of Borrowing, accounts receivable agings (aged by invoice date and indicating the jurisdiction of the Account Debtor), accounts payable agings (aged by invoice date), reconciliations of accounts receivable agings (aged by invoice date), a Borrowing Base Certificate summarizing and calculating the Borrowing Base, together with all key performance metrics (including, without limitation, report of xxxxxxxx, agings and customer information) and, as shall be requested by the Administrative Agent in its reasonable discretion, supporting detail and documentation; and (h) promptly, such additional information regarding the operations, business affairs and financial condition of Parent, Holdings, the Borrower or any Subsidiary or compliance with the terms of the Loan Documents as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to the terms of this Section 6.2 (to the extent such documents are included in materials otherwise filed with the SEC) may be delivered electronically and, if so delivered, shall be deemed to have been delivered on the date on which the Parent notifies the Administrative Agent that such materials have been posted on the Parent’s web site on the internet at the Parent’s web site address, or provides the Administrative Agent with an internet link to such materials.

Certificates; Reports; Other Information. Furnish or cause ---------------------------------------- to be furnished to the Administrative Collateral Agent, for distribution to the Administrative Agent and each Lenderof the Lenders directly: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate No later than thirty (30) days after the last day of a Responsible Officer stating that, such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and each calendar month (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all setting forth information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month immediately preceding month), and at such other times as the Administrative Agent or Majority Lenders may reasonably request, a. a Borrowing Base -- Certificate (which shall be in addition to the Borrowing Base Certificates delivered pursuant to Paragraph 3(o) above), and b. a pipeline report, -- commitment position report, servicing delinquency report, use of proceeds report and production report; all of the Borrower, foregoing to be in form and (iii) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed substance satisfactory to the Administrative Agent, Agent and certified as accurate and complete by a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office or the United States Copyright office by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date financial officer of the most recent report delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date)Company; (c2) commencing with Projections for the fiscal year ending December 31, 2023, no later than 90 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized); (d) promptly, and in any event within Within five (5) Business Days after receipt of submission thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness or public equity securities and, within five (5) days after the same are filedCompany, copies of all annualdocuments submitted in connection with any audits by any of FNMA or FHLMC (or GNMA if the Company becomes an approved GNMA issuer), regularand, periodic within ten (10) Business Days of receipt thereof by the Company, copies of all compliance and special audit reports and registration statements which received from any of FNMA or FHLMC (or GNMA if the Borrower may file with Company becomes an approved GNMA issuer), and, within two (2) Business Days of receipt thereof by the SEC under Section 13 Company, copies of all notices received from FNMA or 15(d) FHLMC (or GNMA if the Company becomes an approved GNMA issuer), of any change in agency status or notices of any withdrawal of approval of the Exchange Act, Company as an issuer of Mortgage-Backed Securities or with any national securities exchangea servicer of Mortgage Loans; (3) No later than the last Business Day of the first month following the end of each calendar quarter, and not otherwise required to be delivered to at such other times as the Administrative Agent pursuant may reasonably request, a Servicing Contract Report demonstrating to the satisfaction of the Administrative Agent that: (i) the Assigned Servicing Rights which are included in the Borrowing Base have a Collateral Value of not less than the aggregate amount of Loans outstanding; and (ii) the Mortgage Loans which are included in the Eligible Servicing Portfolio have an outstanding principal balance of not less than the amount required by Paragraph 8(l) below; (4) Prior to the consummation thereof, notice of any bulk sale of servicing rights owned by the Company with an outstanding principal balance in excess of $50,000,000.00; (5) Promptly, such additional financial and other information, including, without limitation, financial statements of the Company and information regarding the Collateral, as any Lender, through the Administrative Agent, may from time to time reasonably request, including, without limitation, such information as is necessary for any Lender to assign or participate out any of its interests in the Loans hereunder or to enable other financial institutions to become signatories hereto;; and (6) Promptly, and on a best efforts basis only, such additional financial and other information regarding any Affiliate of the Company, any Approved Investor (other than FNMA or FHLMC) or any Approved Repo Lender as any Lender, through the Administrative Agent, may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (l), to the relevant Lender:): (a) [reserved]; (b) (i) concurrently with the delivery of any financial statements pursuant to Section 6.16.1(a), (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in concurrently with the case delivery of monthly or quarterly any financial statementsstatements pursuant to Section 6.1(c), (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month fiscal quarter of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office or the United States Copyright office by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 45 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following such immediately subsequent fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto, projected Available Revolving Commitment and covenant compliance for each fiscal quarter period of such fiscal year), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Borrower stating that such Projections have been prepared in are based upon good faith based upon estimates and assumptions believed by the Borrower to be reasonable as of at the date thereof (time made, it being understood recognized that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)set forth therein by a material amount; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant heretohereto (provided that the obligations in this paragraph (e) shall be deemed satisfied and the information required hereby shall be deemed delivered if such information is available on the website of the SEC at htpp://xxx.xxx.xxx); (f) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law and, in each case, that could reasonably be expected to have a Material Adverse Effect; (g) concurrently with the delivery of the financial statements referred to in Section 6.1(a), current evidence of insurance coverage required to be maintained pursuant to Section 6.6 and the terms of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; (h) promptly after any request therefor, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (ix) a certificate of a Responsible Officer stating that, such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of any applicable financial covenant set forth in this Agreement referred to therein as of the last day of the applicable calendar month fiscal quarter or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party Party, and (z) solely with respect to the delivery of financial statements pursuant to Section 6.1(a), unless requested to be delivered more frequently (but not more frequently than quarterly) a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to, applied for or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Effective Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 ninety (90) days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal 104 quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof any material respect (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realizedby a material amount); (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower any Group Member sends to the holders of any class of the Borrower’s its Indebtedness or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower any Group Member may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law (including any Healthcare Laws) that, in each case, could reasonably be expected to have a Material Adverse Effect; (g) promptly upon receipt by any Group Member obtaining knowledge of the following, written notice thereof prepared in reasonable detail that any Group Member has become subject to any federal, state, local governmental or civil or criminal investigations or audits involving or related to its compliance with Healthcare Laws (including, without limitation, an inquiry or investigation of any Person having “ownership, financial or control interest” (as that phrase is defined in 42 C.F.R. 105 §420.201 et seq.) in any in any Group Member (other than routine audits in the ordinary course of business that are not the result of any actual or alleged violations of Healthcare Laws) that could reasonably be expected to be material to the Group Members, taken as a whole; (h) concurrently with the delivery of the financial statements referred to in Section 6.1(a), updated certificates evidencing insurance coverage required to be maintained pursuant to Section 6.6, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and (i) promptly, such additional financial and other information as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request. 106

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer of the Borrower stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and certificate, (ii) in the case of monthly or quarterly financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member Loan Party with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month fiscal quarter of the Borrower, (y) monthly perpetual inventory reports for Inventory valued on a specific identification basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by the Administrative Agent in its good faith business judgment, as of the end of each fiscal month included in each fiscal quarter and (iiiz) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to, applied for, or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (z) (including pursuant to the Existing Credit Agreement), and (iii) (or, in the case of financial statements delivered pursuant to Section 6.1(a), updated insurance certificates evidencing the first such report so delivered, since the Closing Date)insurance coverage required to be maintained pursuant to Section 6.6; (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 45 days after the end of each fiscal year of the Borrower, a detailed board-consolidated board of director approved consolidated operating budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material revisions, if any, of such operating budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Borrower stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (d) promptly, and in any event within five (5) 10 Business Days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) 5 days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower any Group Member sends to the holders of any class of the Borrower’s its Indebtedness or public equity securities and, within five (5) 5 days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon reasonable request by the Administrative Agent, within 5 days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; and (g) promptly, such additional other information regarding the operations, business affairs and financial condition of the Group Members, or compliance with the terms of the Loan Documents as the Administrative Agent may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender: (a) [reserved]concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default occurring as a result of a breach of Section 7.1 of this Agreement, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly all monthly, quarterly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month month, quarter or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and together with the Compliance Certificate accompanying delivery of the annual and quarterly financial statements, a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (ci) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 45 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget approved by the board of directors of EDH for the following fiscal year (including a projected consolidated balance sheet of the Borrower EDH and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”) and (ii) concurrently with the delivery of the financial statements referred to in Section 6.1(c), which Projections shall in each case be accompanied copies of all financial and other information delivered to the Board of Directors of the Borrower for such month, excluding any material determined by a certificate of a Responsible Officer stating that such Projections have been prepared the Borrower in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof highly sensitive or confidential (it being understood that such Projections are including, without limitation, as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realizedcompensation); (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.6 and the terms of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and (h) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at [xxx.xxxxxxxxxxxxxx.xxx]; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until written request to cease delivering paper copies is given by the Administrative Agent or such Lender; and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by email electronic versions (i.e. soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use best efforts to furnish) to the Administrative Agent, for distribution to each Lender: (a) [reserved]concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly or quarterly financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein Section 7.1 as of the last day of the applicable calendar month fiscal quarter or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, (A) a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party and (other than any registration that is then subject to an Intellectual Property Security Agreement (B) a list of Subsidiaries created or supplement thereto)) during the applicable calendar quarter acquired, in each case since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 30 days after prior to the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material revisions, if any, of such budget and projections with respect to such fiscal year ) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized); (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) promptly, such additional financial and other information as the Administrative Agent may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (j), to the relevant Lender:): (a) [reservedReserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer has obtained Officer’s knowledge, no knowledge of any Default or Event of Default has occurred and is continuing except as specified in such certificate and (ii) in the case of all monthly (unless the last day of such month is also a quarter end date), quarterly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of Section 7.1 of this Agreement referred to therein as of the last day of the applicable calendar month month, fiscal quarter or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for federally registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 60 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower Xcerra and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Borrower stating that such Projections have been prepared in are based on good faith based upon estimates and assumptions believed by the Borrower to be reasonable as of at the date thereof (time made, it being understood recognized by the Agent and Lenders that such Projections are financial information as it relates to future events and are is not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections financial information may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)set forth therein by a material amount; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC), except where so furnishing the same would violate any applicable law or any policy of the SEC or such other agency; (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding the Loan Parties’ compliance with or maintenance of Governmental Approvals or Requirements of Law, in any case that would reasonably be expected to have a Material Adverse Effect; (g) by no later than 15 days after the end of each month occurring during each fiscal year of the Borrower, and at any other times reasonably requested by the Administrative Agent, a Liquidity Report. (h) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.6 and the terms of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request. (i) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (ix) a certificate of a Responsible Officer stating that, such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of any applicable financial covenant set forth in this Agreement referred to therein as of the last day of the applicable calendar month fiscal quarter or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party Party, and (z) solely with respect to the delivery of financial statements pursuant to Section 6.1(a), unless requested to be delivered more frequently (but not more frequently than quarterly) a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to, applied for or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Effective Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 ninety (90) days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof any material respect (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realizedby a material amount); (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower any Group Member sends to the holders of any class of the Borrower’s its Indebtedness or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower any Group Member may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law (including any Healthcare Laws) that, in each case, could reasonably be expected to have a Material Adverse Effect; (g) promptly upon receipt by any Group Member obtaining knowledge of the following, written notice thereof prepared in reasonable detail that any Group Member has become subject to any federal, state, local governmental or civil or criminal investigations or audits involving or related to its compliance with Healthcare Laws (including, without limitation, an inquiry or investigation of any Person having “ownership, financial or control interest” (as that phrase is defined in 42 C.F.R. §420.201 et seq.) in any in any Group Member (other than routine audits in the ordinary course of business that are not the result of any actual or alleged violations of Healthcare Laws) that could reasonably be expected to be material to the Group Members, taken as a whole; (h) concurrently with the delivery of the financial statements referred to in Section 6.1(a), updated certificates evidencing insurance coverage required to be maintained pursuant to Section 6.6, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and (i) promptly, such additional financial and other information as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer of the Borrower stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and certificate, (ii) in the case of monthly or quarterly financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member Loan Party with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month fiscal quarter of the Borrower, (y) monthly perpetual inventory reports for Inventory valued on a specific identification basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by the Administrative Agent in its good faith business judgment, as of the end of each fiscal month included in each fiscal quarter and (iiiz) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to, applied for, or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (z) (including pursuant to the Existing Credit Agreement), and (iii) (or, in the case of financial statements delivered pursuant to Section 6.1(a), updated insurance certificates evidencing the first such report so delivered, since the Closing Date)insurance coverage required to be maintained pursuant to Section 6.6; (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 45 days after the end of each fiscal year of the Borrower, a detailed board-consolidated board of director approved consolidated operating budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material revisions, if any, of such operating budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Borrower stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (d) promptly, and in any event within five (5) 10 Business Days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) 5 days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower any Group Member sends to the holders of any class of the Borrower’s its Indebtedness or public equity securities and, within five (5) 5 days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon reasonable request by the Administrative Agent, within 5 days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or NY-2410154 Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; and (g) promptly, such additional other information regarding the operations, business affairs and financial condition of the Group Members, or compliance with the terms of the Loan Documents as the Administrative Agent may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender:): (a) [reserved]; (bi) concurrently with the delivery (or filing with the SEC as provided in Section 6.1) of any financial statements pursuant to Section 6.16.1 or for any other month within 30 days of such month, (i) a certificate of a Responsible Officer stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of quarterly or annual financial statements or with respect to the monthly or quarterly financial statementsdeliverables as outlined in clause (z) below, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month month, fiscal quarter or fiscal year of the Borrower, and as the case may be, (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to, applied for or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date), and (z) in the case of monthly financials statements, bank statements evidencing compliance with the Liquidity financial covenant; (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 60 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of of, or links to the filings made at the SEC’s Xxxxx site of, each annual report, proxy or financial statement or other material report that the Borrower any Group Member sends to the holders of any class of the Borrower’s its Indebtedness or public equity securities and, within five (5) days after the same are filed, copies of of, or links to the filings made at the SEC’s Xxxxx site of, all annual, regular, periodic and special reports and registration statements which the Borrower Group Member may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and (b) a Borrowing Base Certificate accompanied by such supporting detail and NY-2355188 documentation as shall be requested by the Administrative Agent in its reasonable discretion, including without limitation, details of Recurring Revenue including, without limitation, total Recurring Revenue, total customers, the Advance Rate, Churn Rate and the Retention Rate; (h) promptly, such additional financial and other information, including, without limitation, any certification or other evidence confirming Borrower’s compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1Sections 6.1(a) and (b), a Compliance Certificate (i) a certificate of a Responsible Officer stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and certificate, (ii) in the case of monthly or quarterly financial statements[reserved], a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month of the Borrower, and (iii) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative AgentLender, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date) and (iv) confirmation to the Lender that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date of the most recent report delivered pursuant to this clause (a), as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such delivery; (cb) commencing with Projections for the fiscal year ending December 31promptly, 2023, and in any event no later than 90 seventy (70) days after the end of each fiscal year beginning of the Borrower’s Fiscal Year (or such later date as the Lender may agree in its sole discretion), a detailed boardmonth-approved consolidated by-month projected operating budget for the following fiscal year (including a projected consolidated balance sheet and cash flow of the Borrower and its consolidated Subsidiaries for such Fiscal Year (including an income statement for each month and a balance sheet as of at the end of the last month in each calendar month of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material revisions, if any, of such budget and projections with respect to such fiscal year Fiscal Quarter) (collectively, the “Projections”), which such Projections shall in each case to be accompanied by a certificate signed by the President, Treasurer, Chief Financial Officer, or equivalent officer of a Responsible Officer stating the Borrower to the effect that such Projections projections have been prepared in good faith based upon on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any material assumptions believed by on which such Projections were prepared, and a draft of such Projections within forty-five (45) days after the Borrower to be reasonable as beginning of the Borrower’s Fiscal Year (or such later date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections Lender may differ significantly from the projected results, and that no assurance can be given that the projected results will be realizedagree in its sole discretion); (dc) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (ed) promptly, and in any event within five (5) days Business Days after the same are sent, copies of each annual report, proxy sent or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness or public equity securities and, within five (5) days after the same are filedreceived, copies of all annualmaterial correspondence, regularreports, periodic documents and special reports other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (e) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and registration statements which (b), a written report summarizing all material variances from budgets submitted by the Borrower may file pursuant to Section 6.2(b); and (f) promptly, such additional information (including, without limitation, monthly financials and materials intended for third party distribution prepared by a financial advisor) regarding the business, financial or organizational affairs and condition of any Loan Party and any Subsidiary, or compliance with the SEC under Section 13 or 15(d) terms of this Agreement, as the Exchange Act, or with any national securities exchange, and not otherwise required Lender may from time to be delivered to the Administrative Agent pursuant hereto;time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: : (a) [reserved]; ; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (ix) a certificate of a Responsible Officer stating that, such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of any applicable financial covenant set forth in this Agreement referred to therein as of the last day of the applicable calendar month fiscal quarter or fiscal year of the BorrowerBorrower or Holdings, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party Party, and (z) a list of any newly acquired registrations Collateral comprised of or applications for registrations for registered Intellectual Property constituting Collateral with issued by, or registered or applied for in the United States Patent USPTO or USCO and Trademark Office issued to, applied for or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiib) (or, in the case of the first such report so delivered, since the Closing Date); ; (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 ninety (90) days after the end of each fiscal year of the BorrowerHoldings, a detailed board-board approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower Holdings and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto, together with a reconciliation prepared by the Borrower showing any projected differences between the financial results of the Borrower and its Subsidiaries and Holdings and its Subsidiaries), and, as soon as available, material and in any event no later than fifteen (15) days thereafter, significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on estimates, information and assumptions believed by the Borrower to be reasonable as of the date thereof reasonable, and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realizedby a material amount); ; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party Holdings or any Subsidiary thereofof its Subsidiaries, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry possible investigation by such agency regarding financial or other operational results of any Loan Party Holdings or any Subsidiary thereof of its Subsidiaries (other than routine comment letters from the staff of the SEC relating to the Borrower’s Holdings’ filings with the SEC); ; (e) within five (5) days Business Days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower Holdings or any of its Subsidiaries sends to the holders of any class of the Borrower’s its Indebtedness or public equity securities and, within five (5) days Business Days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower Holdings or any of its Subsidiaries may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;of

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly all monthly, quarterly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations reasonably necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month or fiscal year of the BorrowerParent, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (cb) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 60 days after the end of each fiscal year of the BorrowerParent, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower Parent and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate commensurate with those provided to the Parent’s board of a Responsible Officer stating that such Projections have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)directors; (dc) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the BorrowerParent’s filings with the SEC); (ed) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower Parent sends to the holders of any class of the BorrowerParent’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower Parent may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (e) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that would reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (f) concurrently with each Notice of Borrowing and in any event within 35 days after the end of each month, account receivable and account payable agings (by invoice date), a deferred revenue schedule, and a Transaction Report summarizing and calculating (where applicable) the Borrowing Base, the Annualized Recurring Revenue Retention Rate, Recurring Revenue and Recurring Revenue Lost, together with all key performance metrics related to such calculations; (g) concurrently with the delivery of financial statements referred to in Section 6.1(b), a Liquidity Report as of the last day of the month to which such financial statements relate; (h) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage maintained by the Borrowers pursuant to Section 6.6 and the terms of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and (i) promptly, such additional financial and other information as the Administrative Agent may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use best efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender:): (a) [reserved]concurrently with the delivery of the financial statements referred to in Section 5.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 6.15.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly quarterly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month month, fiscal quarter or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31, 2023, no not later than 90 60 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable theretoincome), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on estimates, information and assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)reasonable; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC), except where so furnishing the same would violate any applicable law or any policy of the SEC or such other agency; (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; provided that, notwithstanding the foregoing, (i) the Borrower shall deliver to the Administrative agent by no later than the date occurring 90 days after the end of each fiscal year of the Borrower a copy of the Borrower’s annual report on form 10-K delivered to the SEC in respect of such fiscal year and (ii) the Borrower shall deliver to the Administrative Agent by no later than the date occurring 45 days after the end of each fiscal quarter of the Borrower a copy of the Borrower’s quarterly report on form 10-K delivered to the SEC in respect of such fiscal quarter; (f) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) (i) so long as any Revolving Loans remain outstanding, not later than 30 days after the end of each month and at any other times reasonably requested by the Administrative Agent, and (ii) prior to any borrowing of Revolving Loans to the extent the following reports were not delivered with respect to the prior month: (A) a Borrowing Base Certificate accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion, (B) accounts receivable ageings, aged by invoice date, (C) accounts payable ageings, aged by invoice date, and outstanding or held check registers, if any, (D) a deferred revenue schedule, (E) reconciliations of accounts receivable ageings (aged by invoice date), transactions reports and general ledger and (F) a completed Compliance Certificate; (h) concurrently with the delivery of the financial statements referred to in Section 5.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 5.6, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; (i) no later than one Business Day prior to the effectiveness thereof, copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to the Initial Acquisition Documentation; and (j) promptly, such additional financial and other information as the Administrative Agent may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (kj), to the relevant Lender:): (a) [reserved]concurrently with the delivery of the financial statements referred to in Section 6.1(a), an annual risk assessment report prepared by the compliance officer of the Borrower in form substantially consistent with the risk assessment reports delivered under the Existing Credit Facility; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer's knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (iiii)(x) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month month, fiscal quarter or fiscal year of Holdings, as the Borrowercase may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office or the United States Copyright office by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiii) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 the earlier of (i) 60 days after the end of each fiscal year of the BorrowerHoldings and (y) 45 days after approval by Holdings' board of directors, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower Holdings and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “"Projections”"), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of Holdings stating that such Projections have been prepared in are based on good faith based upon estimates, information and assumptions believed by the Borrower Holdings to be reasonable as of at the date thereof (time made, it being understood recognized by the Lenders that such Projections are financial information as it relates to future events and are is not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections financial information may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)set forth therein by a material amount; (d) promptly, and in any event within five (5) 5 Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s Group Members' filings with the SEC); (e) within five (5) 5 days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower any Group Member sends to the holders of any class of the Borrower’s its Indebtedness or public equity securities and, within five (5) 5 days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower any Group Member may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within 5 days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Applicable Law, and, in each case, that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) within 7 Business Days after the end of each month, a monthly detailed cash report as of the last day of such month, including the name and location of each of the Group Members' accounts and the balance within each such account; (h) promptly once available (and in any case not less than once per calendar year), a copy of the annual audit report from an independent auditor of the Group Members' anti-money laundering program , including all findings of the audit, recommendations and action-items, if any; (i) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.6, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and (j) promptly after any request therefor, such additional financial and other information, including, without limitation, any certification or other evidence confirming any Loan Party's compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender: (a) [reserved]concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default occurring as a result of a breach of Section 7.1 of this Agreement, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 6.16.1 (other than the financial statements for DD described in clause (i)(x) of the proviso in Section 6.1(c)), (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly all quarterly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month quarter or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and together with the Compliance Certificate accompanying delivery of the annual and quarterly financial statements, a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (ci) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 45 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget approved by the board of directors of EDH for the following fiscal year (including a projected consolidated balance sheet of the Borrower EDH and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”) and (ii) concurrently with the delivery of the financial statements referred to in Section 6.1(c), which Projections shall in each case be accompanied copies of all financial and other information delivered to the Board of Directors of the Borrower for such quarter, excluding any material determined by a certificate of a Responsible Officer stating that such Projections have been prepared the Borrower in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof highly sensitive or confidential (it being understood that such Projections are including, without limitation, as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realizedcompensation); (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.6 and the terms of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; (h) by no later than three days prior to the effectiveness thereof, copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to the DD Acquisition Documentation; and (i) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a) or (b) or Section 6.02(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at [xxx.xxxxxxxxxxxxxx.xxx]; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that: (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to the Borrower to deliver such paper copies until written request to cease delivering paper copies is given by the Administrative Agent or such Lender; and (B) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by email electronic versions (i.e. soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Borrower with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (e), to the relevant Lender:): (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer's knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and certificate, (ii) in the case of monthly quarterly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions Section 7.1 of this Agreement referred to therein as of the last day of the applicable calendar month fiscal quarter or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date), and (iii) copies of bank account statements for each Foreign Subsidiary; (cb) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 30 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower Borrower, Guarantors and its their respective Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “"Projections”"), which Projections shall in each case be accompanied by a certificate of a based on reasonable estimates, information and assumptions and that such Responsible Officer stating that such Projections have been prepared in good faith based upon assumptions believed by the Borrower has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (dc) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) fifteen days after the same are sent, copies of each annual report, proxy or all financial statement or other material report statements and reports that the Borrower or any Guarantor sends to the holders of any class of the Borrower’s Indebtedness its debt securities or public equity securities and, within five (5) fifteen days after the same are filed, copies of all annual, regular, periodic financial statements and special reports and registration statements which that the Borrower or any Guarantor may make to, or file with, the SEC; provided that to the extent any such documents are filed with the SEC, such documents shall be deemed delivered pursuant to this Section 6.2(c) at the time of and so long as the Borrower notifies the Administrative Agent (by facsimile or electronic mail) of the filing with the SEC under Section 13 of any such documents. (d) upon request by the Administrative Agent, within five days after the same are sent or 15(d) received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Exchange Act, Governmental Approvals or with any national securities exchange, and not otherwise required to be delivered to on the Administrative Agent pursuant heretooperations of the Group Members;

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use best efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender:): (a) [reserved]concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and certificate, (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month of Fiscal Quarter or Fiscal Year, as the Borrowercase may be, and (iii) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 thirty (30) days after the end of each fiscal year of the BorrowerFiscal Year, a detailed board-approved consolidated budget for the following fiscal year Fiscal Year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month Fiscal Quarter of such fiscal yearFiscal Year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year Fiscal Year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (g), to the relevant Lender:): (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.15.1, a Compliance Certificate executed by a Responsible Officer (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and certificate, (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month month, fiscal quarter or fiscal year of the Borrower, and as the case may be, (iii) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, containing a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued sf-5589619 to, applied for or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiib) (or, in the case of the first such report so delivered, since the Closing Date), in each to the extent not previously disclosed to the Administrative Agent, and (iv) containing a list of all Subsidiaries that were Excluded Subsidiaries as of the most recent date that a certificate was delivered pursuant to this Section 5.2(b) and are no longer Excluded Subsidiaries; (c) commencing with Projections for the fiscal year ending December 31, 2023, no later than 90 60 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, year and the related consolidated statements of projected cash flow, projected changes in financial position flow and projected income and a description of the underlying assumptions applicable theretofor each such fiscal quarter), and, as soon as available, material board approved revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are incorrect or misleading in any material respect, it being recognized by the Lenders that such financial information as it relates to future events and are is not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections financial information may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)set forth therein by a material amount; (d) promptly, and in any event within five (5) Business Days 10 days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to the Borrowerany Group Member’s filings with the SEC); (e) within five (5) 10 days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower any Group Member sends to the holders of any class of the Borrower’s its Indebtedness or public equity securities and, within five (5) 10 days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower any Group Member may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) within 5 Business Days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect; and (g) promptly, such additional financial and other information, including, without limitation, any certification or other evidence confirming Borrower’s compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request. Notwithstanding anything to the contrary in this Agreement, none of the Borrower nor any Subsidiary shall be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter that (i) constitutes non-financial trade secrets, (ii) in respect of which disclosure to the Administrative Agent, any Issuing Bank or any Lender (or their respective representatives or contractors) is prohibited by law or any binding agreement between the Borrower or any of the Subsidiaries and a Person that is not the Borrower or any of the Subsidiaries or any other binding agreement not entered into in contemplation of preventing such disclosure, inspection or examination or (iii) is subject to attorney-client or similar privilege or constitutes attorney work-product; provided that the Borrower shall use commercially reasonable efforts to secure the requisite consent to disclose such documents or information and will notify the Administrative Agent that such information is being withheld in reliance on this sentence.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender:): (a) [reservedReserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly all quarterly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month fiscal quarter or fiscal year of Holdings, as the Borrowercase may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office or the United States Copyright office by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date)IP Reporting Certificate; (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 45 days after the end of each fiscal year of the BorrowerHoldings, a detailed board-approved consolidated budget projections for the following forthcoming three (3) fiscal year years (including a projected consolidated balance sheet of the Borrower Holdings and its Subsidiaries as of the end of each calendar month of such fiscal yearSubsidiaries, the related consolidated statements of projected cash flow, projected changes in financial position position, projected profit and loss statements and projected income income, in each case as of the end of each such fiscal year (and for the immediately forthcoming fiscal year, as at the end of each fiscal quarter of such fiscal year), and a description of the underlying assumptions applicable thereto), ) and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year years (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of Holdings stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower to be reasonable as of at the date thereof (it being understood time prepared and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect in light of circumstances in which they were made; it being recognized by the Lenders that such financial information as it relates to future events and are is not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections financial information may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)set forth therein by a material amount; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s Holdings’ filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness or public equity securities and, within five (5) Business days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) [reserved]; (h) [reserved]; (i) concurrently with the delivery of the financial statements referred to in Section 6.1(a), updated insurance certificates with respect to the insurance coverage required to be maintained pursuant to Section 6.6 and the terms of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request. (j) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reservedReserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate Compliance Certificate of a Responsible Officer (i) stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it during such period, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and Compliance Certificate, (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month fiscal quarter or fiscal year of the Borrower, Borrower and (iii) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office or the United States Copyright office other material Intellectual Property issued to or acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report Compliance Certificate delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 60 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget of the Borrower and its Subsidiaries for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Borrower stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given material respect in light of circumstances in which they were made; it being further agreed that the projected results will be realized)Borrower shall deliver to the Administrative Agent within three (3) Business Days following any material updates thereto delivered to the Borrower’s board of directors; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days Business Days after the same are sent, copies of each annual report, proxy or financial statement or other material report or notice that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt holders or public equity securities and, within five (5) days Business Days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material adverse effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) promptly, such additional information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary or compliance with the terms of the Loan Documents as the Administrative Agent may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or in the case of clause (g), to the relevant Lender:): (a) [reserved]; (b) concurrently with within 5 Business Days of the Borrower’s delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer of the Borrower stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and certificate, (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member Loan Party with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month period of the Borrower, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party Party, and (z) to the extent not previously disclosed to the Administrative Agent, a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to, applied for, or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiz) (or, in the case of the first such report so delivered, since the Closing Date) and (iii) in the case of financial statements delivered pursuant to Section 6.1(a), updated insurance certificates evidencing the insurance coverage required to be maintained pursuant to Section 6.6; (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 days after the end of each fiscal year of the Borrower, a detailed board-consolidated board of director approved consolidated operating budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material revisions, if any, of such operating budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized); (d) promptly, and in any event within five (5) 5 Business Days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) 5 days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower any Group Member sends to the holders of any class of the Borrower’s its Indebtedness or public equity securities and, within five (5) 5 days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon reasonable request by the Administrative Agent, within 5 days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; and (g) promptly, such additional other information regarding the operations, business affairs and financial condition of the Group Members, or compliance with the terms of the Loan Documents as the Administrative Agent or any Lender may from time to time reasonably request with respect to the Group Members.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender:): (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of Compliance Certificate executed by a Responsible Officer stating of the Borrower (i)stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate certificate, and (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 45 days after the earlier to occur of (i) approval by the Borrower’s board of directors and (ii) the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Borrower stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (d) promptly, and in any event within five (5) 5 Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) 5 days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) 5 days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within 5 days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Applicable Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) concurrently with the delivery of the financial statements referred to in Section 6.1(c), (i) so long as any Revolving Loans or Letters of Credit remain outstanding, not later than 30 days after the end of each month (and not later than three (3) days after the end of each week at all times when a Streamline Period is not then in effect) and at any other times reasonably requested by the Administrative Agent, and (ii) prior to any borrowing of Revolving Loans to the extent the following reports were not delivered with respect to the prior month or week, as applicable: (A) a Borrowing Base Certificate accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion, (B) accounts receivable agings, aged by invoice date, (C) accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (D) a Deferred Revenue schedule, (E) a sell through report, and (F) reconciliations of accounts receivable agings (aged by invoice date), transactions reports and general ledger; (h) [reserved]; (i) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.6, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and (j) promptly, such additional financial and other information, including, without limitation, any certification or other evidence confirming Borrower’s compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer of the Borrower stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and certificate, (ii) in the case of monthly or quarterly financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member Loan Party with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month fiscal quarter of the Borrower, (y) monthly perpetual inventory reports for Inventory valued on a specific identification basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by the Administrative Agent in its good faith business judgment, as of the end of each fiscal month included in each fiscal quarter and (iiiz) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to, applied for, or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiz) (or, in the case of the first such report so delivered, since the Closing Date), and (iii) in the case of financial statements delivered pursuant to Section 6.1(a), updated insurance certificates evidencing the insurance coverage required to be maintained pursuant to Section 6.6; (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 45 days after the end of each fiscal year of the Borrower, a detailed board-consolidated board of director approved consolidated operating budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material revisions, if any, of such operating budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Borrower stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (d) promptly, and in any event within five (5) 10 Business Days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) 5 days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower any Group Member sends to the holders of any class of the Borrower’s its Indebtedness or public equity securities and, within five (5) 5 days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon reasonable request by the Administrative Agent, within 5 days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; and (g) promptly, such additional other information regarding the operations, business affairs and financial condition of the Group Members, or compliance with the terms of the Loan Documents as the Administrative Agent may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reservedReserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, a Compliance Certificate of a Responsible Officer, on behalf of the Borrower, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it during such period, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and Compliance Certificate, (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month or fiscal year of the Borrower (including, without limitation, a calculation of Consolidated Adjusted EBITDA with each Compliance Certificate delivered with any monthly financial statements for the last month of the Borrower, any quarter) and (iii) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for (x) registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office or the United States Copyright office (y) other material Intellectual Property, issued, licensed, or acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report Compliance Certificate delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 the earlier of (i) five (5) days after delivery thereof to the Borrower’s board of directors and (ii) 60 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget of the Borrower and its Subsidiaries for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Borrower stating that such Projections have been prepared in are based upon good faith based upon estimates and assumptions believed by the Borrower to be reasonable as of at the date thereof (time made, it being understood recognized that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given results set forth therein by a material amount; it being further agreed that the projected results will be realized)Borrower shall deliver to the Administrative Agent within three (3) Business Days following any updates thereto delivered to the Borrower’s board of directors; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days Business Days after the same are sent, copies of each annual report, proxy or financial statement or other material report or notice that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt holders or public equity securities and, within five (5) days Business Days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent to, or received from, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material adverse effect on any of the Governmental Approvals or otherwise on the operations of the Loan Parties or the Group Members as a whole; (g) (i) not later than 30 days after the end of each month and (ii) prior to any borrowing of Revolving Loans, accounts receivable agings, aged by invoice date, accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, reconciliations of accounts receivable agings (aged by invoice date), a Transaction Report summarizing and calculating (where applicable) the Borrowing Base, together with all key performance metrics (including, without limitation, report of xxxxxxxx, average revenue per customer, customer counts, a listing of new xxxxxxxx in process, annual recurring revenue and renewal rates) accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion, and general ledger; provided that unless a Streamline Period is in effect, Transaction Reports will be required to be delivered weekly; (h) [Reserved]; (i) not later than 45 days after the end of each fiscal quarter, a Deferred Revenue schedule; (j) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.6 and the terms of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and (k) promptly, such additional information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary or compliance with the terms of the Loan Documents as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender:): (a) [reserved]; (b) “(b) concurrently with the delivery of any financial statements pursuant to Section 6.16.1within 30 days after the end of each month, a Compliance Certificate executed by a Responsible Officer of the Borrower (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and certificate, (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing (x) all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month month, fiscal quarter or fiscal year of the Borrower, as the case may be, (y) in the case of the Compliance Certificate accompanying the financial reporting for the fiscal months ending November 30, 2019 and December 31, 2019, all information and calculations necessary for determining the Consolidated Adjusted EBITDA of the Borrower for the trailing twelve month periods ending on such dates, and (iiiz)and (y) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiz) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 45 days after the earlier to occur of (i) approval by the Borrower’s board of directors and (ii) the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Borrower stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (d) promptly, and in any event within five (5) 5 Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) 5 days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) 5 days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within 5 days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Applicable Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) concurrently with the delivery of the financial statements referred to in Section 6.1(c), (i) so long as any Revolving Loans or Letters of Credit remain outstanding, not later than 30 days after the end of each month (and not later than three (3) days after the end of each week at all times when a Streamline Period is not then in effect) and at any other times reasonably requested by the Administrative Agent, and (ii) prior to any borrowing of Revolving Loans to the extent the following reports were not delivered with respect to the prior month or week, as applicable: (A) a Borrowing Base Certificate accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion, (B) accounts receivable agings, aged by invoice date, (C) accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (D) a Deferred Revenue schedule, (E) a sell through report, and (F) reconciliations of accounts receivable agings (aged by invoice date), transactions reports and general ledger;

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or in the case of clause (g), to the relevant Lender:): (a) [reserved]; (a) commencing on the Tuesday beginning immediately after the Initial Springing Maturity Test Date and on each Tuesday thereafter until all Permitted Convertible Debt existing on the Third Amendment Effective Date is no longer outstanding, a certificate of a Responsible Officer of the Borrower certifying to Net Liquidity as of each day during the immediately preceding calendar week; (b) concurrently with within 5 Business Days of the Borrower’s delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer of the Borrower stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and certificate, (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member Loan Party with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month period of the Borrower, and (iiiyx) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party Party, and (zy) to the extent not previously disclosed to the Administrative Agent, a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to, applied for, or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) and (z) to the extent not previously disclosed to the Administrative Agent, a list of any new Immaterial Subsidiaries since the date of the most recent report delivered pursuant to this clause (z) (or, in the case of the first such report so delivered, since the Closing DateDate),and (iii) in the case of financial statements delivered pursuant to Section 6.1(a), updated insurance certificates evidencing the insurance coverage required to be maintained pursuant to Section 6.6; (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 9060 days after the end of each fiscal year of the Borrower, a detailed board-consolidated board of director approved consolidated operating budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material revisions, if any, of such operating budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized); (d) promptly, and in any event within five (5) 5 Business Days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) 5 days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower any Group Member sends to the holders of any class of the Borrower’s its Indebtedness or public equity securities securitiesequityholders of the Borrower and, within five (5) 5 days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon reasonable request by the Administrative Agent, within 5 days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; and (g) promptly, such additional other information regarding the operations, business affairs and financial condition of the Group Members, or compliance with the terms of the Loan Documents as the Administrative Agent or any Lender may from time to time reasonably request with respect to the Group Members.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender:): (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein therein, and including a certification of any cash and Cash Equivalents designated by the Borrower to be used to finance Borrower’s incremental expansion initiatives, as of the last day of the applicable calendar month or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 thirty (30) days after the end of each fiscal year of the US Borrower, or as updated, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries Specified Group Members as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that Holdings or the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) concurrently with the delivery of the financial statements referred to in Section 6.1 (i) during any Streamline Period, not later than thirty (30) days after the end of each month, (ii) at any time other than during any Streamline Period, not later than six (6) Business Days after the end of each month and at any other times reasonably requested by the Administrative Agent, (iii) prior to any borrowing of Revolving Loans to the extent the following reports were not delivered with respect to the prior month or week, as applicable and (iv) in the case of the following sub-clause (A), concurrently with any Notice of Borrowing: (A) a Transaction Report accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion, (B) accounts receivable agings (including all domestic and foreign accounts receivable of US Borrower and UK Borrower), aged by invoice date, (C) accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (D) a deferred revenue schedule, (E) monthly perpetual inventory reports for Inventory valued on an average cost basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by the Administrative Agent in its good faith business judgment, and (F) reconciliations of accounts receivable agings (aged by invoice date), transactions reports and general ledger; provided that, upon the termination of any Streamline Period, the foregoing reports shall be provided to the Administrative Agent not later than five (5) Business Days after such termination; (h) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.6, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; (i) a report detailing all expenses and working capital investments related to the Borrower’s incremental expansion initiatives, not later than thirty (30) days after the incurrence of any such expenses and working capital investments; (j) as soon as available, but no later than thirty (30) days after the last day of each fiscal quarter, so long as any EXIM Loans remain outstanding, copies of individual invoices equal to or greater than ten percent (10%) of (i) all outstanding EXIM Eligible Foreign Accounts (as reported at quarter-end) and (ii) all Export Orders for the past fiscal quarter; and (k) promptly, such additional reports and financial and other information (including, without limitation, with respect to consolidating financial statements) as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (l), to the relevant Lender:): (a) [reserved]reserved];on the first Business Day of each month, a Liquidity Report as of the last Business Day of the most recently ended month; (b) (i) concurrently with the delivery of any financial statements pursuant to Section 6.16.1(a),6.1, (i) a certificate of a Responsible Officer in the form of Exhibit B-2 stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in concurrently with the case delivery of monthly or quarterly any financial statementsstatements pursuant to Section 6.1(c), (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month fiscal quarter of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office or the United States Copyright office by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiyii) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 45 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following such immediately subsequent fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto, projected Available Revolving Commitment and covenant compliance for each fiscal quarter period of such fiscal year), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Borrower stating that such Projections have been prepared in are based upon good faith based upon estimates and assumptions believed by the Borrower to be reasonable as of at the date thereof (time made, it being understood recognized that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)set forth therein by a material amount; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC);; 2125320.12125320.11 (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant heretohereto (provided that the obligations in this paragraph (e) shall be deemed satisfied and the information required hereby shall be deemed delivered if such information is available on the website of the SEC at htpp://xxx.xxx.xxx); (f) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law and, in each case, that could reasonably be expected to have a Material Adverse Effect; (g) concurrently with the delivery of the financial statements referred to in Section 6.1(a), current evidence of insurance coverage required to be maintained pursuant to Section 6.6 and the terms of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; (h) promptly after any request therefor, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reserved]concurrently with the delivery of any financial statements pursuant to Section 6.1, and with respect to the last day of the applicable fiscal quarter or year to which such financial statements relate, a reasonably detailed report (in form and substance reasonably satisfactory to the Administrative Agent) that details the respective amounts of cash, Cash Equivalents and Investments held as of such date by each Subsidiary of the Borrower that is not a Loan Party as of such date; (b) concurrently with the delivery of any financial statements required to be delivered pursuant to Section 6.1, (iA) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party and Enterasys during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (iiB) in the case of monthly or quarterly financial statements, a Compliance Certificate (1) containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month fiscal quarter or fiscal year of the BorrowerBorrower (other than compliance with Sections 7.1(a) and 7.1(b) with respect to the fiscal quarter ending March 31, 2020), as the case may be, and (iii2) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, containing, (i) as applicable, a description of any change in the jurisdiction of organization of any Loan Party or Enterasys and a list of any newly Intellectual Property, Chattel Paper (as defined in the Guarantee and Collateral Agreement), Commercial Tort Claim (as defined in the Guarantee and Collateral Agreement) and Letter-of-Credit Rights (as defined in the Guarantee and Collateral Agreement) issued to or acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office or the United States Copyright office by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report Compliance Certificate delivered pursuant to this clause Section 6.2(b)(B) and (iiiii) a description of each event, condition or circumstance during the last fiscal quarter or fiscal year covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.10(c) (or, in to the case extent notice of such event has not been previously furnished to the first such report so delivered, since the Closing DateAdministrative Agent); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 75 days after the end of each fiscal year of the BorrowerBorrower (commencing with the fiscal year of the Borrower beginning on July 1, 2019), a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance US-DOCS\109358599.12 sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Borrower stating that such Projections have been prepared are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect (it being recognized by the Administrative Agent and the Lenders that any projections and forecasts provided by the Borrower are based on good faith based upon estimates and assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies of delivery of the applicable projections or assumptions and that actual results during the period or periods covered by any such Projections projections and forecasts may differ significantly from the projected or forecasted results, and that no assurance can be given that the projected results will be realized); (d) promptly, and in any event within five (5) ten Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC)) if, and only to the extent that such Loan Party or Subsidiary may provide such information in accordance with any applicable Requirements of Law; (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities having an aggregate principal amount in excess of $7,500,000 or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) within five days after the same are sent or received, copies of all material correspondence, material reports, material documents and other material filings with any Governmental Authority (i) regarding any non-compliance with or any failure to maintain any Governmental Approvals or Requirements of Law applicable to any Loan Party or Enterasys, or (ii) that could reasonably be expected to have a Material Adverse Effect; (g) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.5 and the terms of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; (h) by no later than three days prior to the effectiveness thereof, copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to any Xxxx Xxxxx Asset Acquisition Document; (i) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request; and (j) promptly following any request therefor, information and documentation reasonably requested in writing by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including the Patriot Act and the Beneficial Ownership Regulation. US-DOCS\109358599.12

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (g), to the relevant Lender:): (a) [reservedReserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly all quarterly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month month, fiscal quarter or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 30 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Borrower stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; and (g) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements required to be delivered pursuant to Section 6.1the Domestic Loan Documents, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein therein, and including a certification of any cash and Cash Equivalents designated by the Borrower to be used to finance Borrower’s incremental expansion initiatives, as of the last day of the applicable calendar month or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (cb) commencing concurrently with Projections for the fiscal year ending December 31delivery of the financial statements referred to in Section 6.1 of the Domestic Credit Agreement, 2023(i) during any Streamline Period, no not later than 90 thirty (30) days after the end of each fiscal year of the Borrowermonth, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of ii) at any time other than during any Streamline Period, not later than six (6) Business Days after the end of each calendar month and at any other times reasonably requested by the Administrative Agent, (iii) prior to any borrowing of such fiscal yearRevolving Loans to the extent the following reports were not delivered with respect to the prior month or week, as applicable and (iv) in the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description case of the underlying assumptions applicable theretofollowing sub-clause (A), andconcurrently with any Notice of Borrowing: (A) a Transaction Report accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion, as soon as available(B) accounts receivable agings (including all foreign accounts receivable of Borrower), material revisionsaged by invoice date, (C) accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (D) a deferred revenue schedule, (E) monthly perpetual inventory reports for Inventory valued on an average cost basis at the lower of cost or market (in accordance with GAAP) or such budget other inventory reports as are requested by the Administrative Agent in its good faith business judgment, and projections with respect to such fiscal year (collectivelyF) reconciliations of accounts receivable agings (aged by invoice date), transactions reports and general ledger; provided that, upon the termination of any Streamline Period, the “Projections”), which Projections foregoing reports shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith based upon assumptions believed by provided to the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are Administrative Agent not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized); (d) promptly, and in any event within later than five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereofsuch termination; (c) as soon as available, but no later than thirty (30) days following the last day of each calendar quarter, (i) copies of each notice or other correspondence received from the SEC individual invoices equal to at least ten percent (or comparable agency in any applicable non-U.S. jurisdiction10.0%) concerning any investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with Export Orders for the SEC)prior calendar quarter, and (ii) copies of individual purchase orders equal to at least ten percent (10.0%) of the Borrower’s Export Orders for the prior calendar quarter; (d) as soon as available, but no later than thirty (30) days following the last day of each month, an aged listing of non-US accounts receivable by invoice date, in form and detail acceptable to the Administrative Agent; and (e) within five (5) days after the same are sentpromptly, copies of each annual report, proxy or such additional financial statement or and other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to information as the Administrative Agent pursuant hereto;Agent, any EXIM Lender or EXIM Bank may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender:): (a) [reserved];; (b) (bi) concurrently with the delivery (or filing with the SEC as provided in Section 6.1) of any financial statements pursuant to Section 6.16.1 or for any other month within 30 days of such month, (i) a certificate of a Responsible Officer stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of quarterly or annual financial statements or with respect to the monthly or quarterly financial statementsdeliverables as outlined in clause (z) below, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month month, fiscal quarter or fiscal year of the Borrower, and as the case may be, (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to, applied for or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); , and (z) in the case of monthly financials statements, bank statements evidencing compliance with the Liquidity financial covenant; (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 60 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized); material respect; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender:Lender (or, in the case of clause (k), to the) within the time periods set forth below (or such later date as the Administrative Agent may agree in its sole discretion): (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate (x) containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member Loan Party with the provisions of Section 7.1 of this Agreement referred to therein as of the last day of the applicable calendar month quarter or fiscal year of Holdings, as the Borrowercase may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31, 2023, no later than 90 45 days after the end of each fiscal year of the BorrowerHoldings, consolidated projections and a detailed board-approved consolidated budget model for the following fiscal year set forth on a quarterly basis in a form (including a projected consolidated balance sheet of and containing detail) consistent with the Borrower projections and its Subsidiaries as of model delivered to the end of each calendar month of such fiscal year, Administrative Agent and distributed to the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of Lenders prior to the underlying assumptions applicable thereto)Closing Date, and, as soon as available, material significant revisions, if any, of such budget projections and projections model with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of Holdings stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s any Group Members’ filings with the SECSEC or information that would violate confidentiality obligations to a Governmental Authority); (e) within five (5) days Business Days after the same are sent, without duplication for any information already provided to the Administrative Agent, copies of each annual report, proxy or financial statement or other material report that Holdings or the Borrower sends to the holders of any class of the Borrower’s their respective Indebtedness with a principal amount in excess of $5,000,000 or public equity securities and, within five (5) days Business Days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) within five (5) Business Days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of material Governmental Approvals or material Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the material Governmental Approvals or otherwise on the operations of the Group Members; (g) [reserved]; (h) within five (5) Business Days after the execution, delivery, or receipt thereof, as applicable, copies of any amendments, supplements, consent letters, waivers, forbearances, restatements or modifications to, or any material notices (including, without limitation, any notices of default), certificates or reports pursuant to the terms of or in connection with, any Ribbon Shareholder Loan Document; (i) promptly after renewal thereof, but in no event less frequently than once every twelve months, a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.6, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and (j) [reserved]; (k) promptly such additional financial and other information the Administrative Agent or any Lender may from time to time reasonably request, including, without limitation, any certification or other evidence confirming the Borrower’s compliance with the terms of this Agreement.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reservedReserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, a Compliance Certificate of a Responsible Officer, on behalf of the Borrower, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it during such period, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and Compliance Certificate, (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month or fiscal year of the Borrower (including, without limitation, a calculation of Consolidated Adjusted EBITDA with each Compliance Certificate delivered with any monthly financial statements for the last month of the Borrower, any quarter) and (iii) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for (x) registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office or the United States Copyright office (y) other material Intellectual Property, issued, licensed, or acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report Compliance Certificate delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 the earlier of (i) five (5) days after delivery thereof to the Borrower’s board of directors and (ii) 30 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget of the Borrower and its Subsidiaries for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Borrower stating that such Projections have been prepared in are based upon good faith based upon estimates and assumptions believed by the Borrower to be reasonable as of at the date thereof (time made, it being understood recognized that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given results set forth therein by a material amount; it being further agreed that the projected results will be realized)Borrower shall deliver to the Administrative Agent within three (3) Business Days following any updates thereto delivered to the Borrower’s board of directors; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days Business Days after the same are sent, copies of each annual report, proxy or financial statement or other material report or notice that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt holders or public equity securities and, within five (5) days Business Days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent to, or received by any Loan Party or any Subsidiary thereof, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that would reasonably be expected to have a material adverse effect on any of the Governmental Approvals or otherwise on the operations of the Loan Parties or the Group Members; (g) (i) not later than 30 days after the end of each month and (ii) prior to any borrowing of Revolving Loans, accounts receivable agings, aged by invoice date, accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, reconciliations of accounts receivable agings (aged by invoice date), a Transaction Report summarizing and calculating (where applicable) the Borrowing Base, together with all key performance metrics (including, without limitation, report of xxxxxxxx, and detailed customer information) accompanied by a general ledger and, as shall be requested by the Administrative Agent in its reasonable discretion, supporting detail and documentation; (h) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.6 and the terms of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and (i) promptly, such additional information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary or compliance with the terms of the Loan Documents as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reservedReserved]; (b) concurrently with Within 90 days after the delivery end of any financial statements pursuant to Section 6.1each fiscal year of the Borrower and within 45 days after the end of each of the first three (3) fiscal quarters occurring during each fiscal year of the Borrower, (i) a certificate of a Responsible Officer stating that, to such Responsible Officer has obtained Officer’s knowledge, no knowledge of any Default or Event of Default exists except as specified in such certificate and (ii) in the case of monthly all quarterly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month quarter or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and together with the Compliance Certificate accompanying delivery of the annual and quarterly financial statements, a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (ci) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 80 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget in the form provided to the board of directors of Holdings for the following fiscal year (including a projected consolidated balance sheet of the Borrower Holdings and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”) and (ii) concurrently with the delivery of the financial statements referred to in Section 6.1(c), which Projections shall in each case be accompanied copies of all financial and other information delivered to the Board of Directors of the Borrower for such month, excluding any material determined by a certificate of a Responsible Officer stating that such Projections have been prepared the Borrower in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof highly sensitive or confidential (it being understood that such Projections are including, without limitation, as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realizedcompensation); (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.6 and the terms of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and (h) promptly, such additional financial and other information as the Administrative Agent may from time to time reasonably request. Notwithstanding the foregoing requirements for delivery of financial statements and reports and other filings and notices required to be given pursuant to Section 6.1 and Section 6.2 (excluding, for the avoidance of doubt, Compliance Certificates), such delivery and notice requirements may be satisfied electronically and shall be deemed to have been delivered on the date (i) on which the Borrower posts such documents (with notice to the Administrative Agent), or provides a link thereto to the Administrative Agent on the Borrower’s website; or (ii) on which such documents are posted on the Borrower’s behalf on an Internet or intranet website, if any, to which each Lender and the Administrative Agent have access including, to the extent the Lenders and the Administrative Agent have access thereto and such documents are available thereon, the XXXXX Database and xxx.xxx.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly all quarterly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations reasonably necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month quarter or fiscal year of the BorrowerParent, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (cb) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 days after the end of each fiscal year of the BorrowerParent, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower Parent and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate commensurate with those provided to the Parent’s board of a Responsible Officer stating that such Projections have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)directors; (dc) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the BorrowerParent’s filings with the SEC); (ed) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower Parent sends to the holders of any class of the BorrowerParent’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower Parent may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (e) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that would reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (f) [reserved]; (g) [reserved]; (h) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage maintained by the Borrowers pursuant to Section 6.6 and the terms of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and (i) promptly, such additional financial and other information as the Administrative Agent may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender:Lender (or, in the case of clause (g) to the relevant lender): (a) [reserved]within 45 days after the end of each fiscal quarter of the Borrower, an accounts receivable and accounts payable aging report in form and substance reasonably acceptable to the Administrative Agent; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer of the Borrower stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and certificate, (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month period of the Borrower, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to, applied for or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date), and (iii) in the case of financial statements delivered pursuant to Section 6.1(a), updated insurance certificates evidencing the insurance coverage required to be maintained pursuant to Section 6.6; (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 60 days after the end of each fiscal year of the BorrowerBorrower (and within 15 days of any material updates thereto), a detailed board-approved consolidated budget as provided to the Borrower’s board of director for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Borrower stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (d) promptly, and in any event within five (5) 5 Business Days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) 5 days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower any Group Member sends to the holders of any class of the Borrower’s its Indebtedness or public equity securities and, within five (5) 5 days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within 5 days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; and (g) promptly, such additional financial and other information, including, without limitation, any certification or other evidence confirming Borrower’s compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender:): (a) [reserved]concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly quarterly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month month, Fiscal Quarter or Fiscal Year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in beneficial ownership or the jurisdiction of organization of any Loan Party Party, and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 45 days after the end of each fiscal year Fiscal Year of the BorrowerBorrower (and within 15 days of any updates thereto), a detailed board-approved consolidated budget for the following fiscal year Fiscal Year (including a projected consolidated balance sheet of the Borrower Holdings and its Subsidiaries as of the end of each calendar month Fiscal Quarter of such fiscal yearFiscal Year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto, consistent with the Borrower’s historical reporting practices), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year Fiscal Year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized);material respect; 89 US-DOCS\135452008.17 (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s Holdings’ filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower Holdings sends to the holders of any class of the Borrower’s Indebtedness Holdings’ debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower Holdings may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon written request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding non-compliance with any Governmental Approvals or Requirements of Law, which could reasonably be expected to have a Material Adverse Effect; (g) concurrently with the delivery of the financial statements referred to in Section 6.1(a), updated insurance certificates evidencing the insurance coverage required to be maintained pursuant to Section 6.6, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and (h) promptly, such additional financial and other information, including, without limitation, any certification or other evidence confirming Borrower’s compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender:): (a) [reserved]; (b) concurrently with the delivery of any the financial statements pursuant referred to in Section 6.16.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) monthly, as soon as available, and in any event no later than thirty (30) days after the end of each month, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate certificate; and (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month or fiscal year of the BorrowerBorrowers, as the case may be, and (iii) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for material Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiib) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 forty-five (45) days after the end of each fiscal year of the BorrowerBorrowers, and as approved, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower Borrowers and its their Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), ; which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends Borrowers send to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower Borrowers may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto, it being understood that posting of a link on Borrower’s or another’s website on the Internet to such annual, regular, periodic and special reports and registration statements shall satisfy the delivery requirements hereunder; (f) upon request by the Administrative Agent, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) (i) monthly, within fifteen (15) days after the end of each month, and (ii) prior to any borrowing of Revolving Loans, a Transaction Report, accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion; provided that, upon the occurrence and during the continuance of any Liquidity Event, such Transaction Report shall be delivered bi-weekly, within five (5) days after the end of the applicable week, and upon each request for a Revolving Loan; (h) as soon as available, but in any event not later than thirty (30) days after the end of each month, (i) accounts receivable agings, aged by invoice date, (ii) accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (iii) reconciliations of accounts receivable agings (aged by invoice date), transactions reports and general ledger, (iv) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by the Administrative Agent in its good faith business judgment, and (v) monthly booking reports in form and substance satisfactory to the Administrative Agent; and (i) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reservedReserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate Compliance Certificate of a Responsible Officer (i) stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it during such period, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and Compliance Certificate, (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Restricted Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month fiscal quarter or fiscal year of the Borrower, and (iii) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of registered Intellectual Property or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office therefor issued to or the United States Copyright office filed or acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report Compliance Certificate delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date), and (iv) certifying as to the current list of Unrestricted Subsidiaries designated as such in accordance with the terms hereof; (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 days after the end beginning of each fiscal year of the Borrower, a reasonably detailed board-approved consolidated budget of the Borrower and its Restricted Subsidiaries for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month of such fiscal year, the related consolidated statements of projected cash flow, and projected changes in financial position and projected income and a description of the underlying assumptions applicable theretoincome), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Borrower stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given material respect in light of circumstances in which they were made; it being further agreed that the projected results will be realized)Borrower shall deliver to the Administrative Agent within three (3) Business Days following any material updates thereto delivered to the Borrower’s board of directors; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days Business Days after the same are sent, copies of each annual report, proxy or financial statement or other material report or notice that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt holders or public equity securities and, within five (5) days Business Days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material adverse effect on any of the Governmental Approvals or otherwise on the operations of the Restricted Group Members; (g) promptly, such additional information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary or compliance with the terms of the Loan Documents as the Administrative Agent may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly all quarterly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member Loan Party with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month fiscal quarter or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office or the United States Copyright office by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date)Party; (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 60 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Borrower stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC)) that could reasonably be expected to result in a material impairment of the Borrower’s ability to perform its Obligations under the Loan Documents; (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, Act and which are not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon the reasonable request of the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use best efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (i), to the relevant Lender:): (a) [reservedReserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and certificate, (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month or fiscal year of the BorrowerBorrowers, as the case may be, and (iii) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 thirty (30) days after the end of each fiscal year of the BorrowerBorrowers, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower Borrowers and its their Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s Borrowers’ filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the any Borrower sends to the holders of any class of the such Borrower’s Indebtedness debt securities or public equity securities andsecurities; (f) upon request by the Administrative Agent, within five (5) days after the same are filedsent or received, copies of all annualcorrespondence, regularreports, periodic documents and special other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) (i) monthly, within fifteen (15) days after the end of each month, and (ii) prior to any borrowing of Revolving Loans, a Transaction Report, accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion; provided that, upon the occurrence and during the continuance of any Liquidity Event, such Transaction Report shall be delivered bi-weekly, within five (5) days after the end of the applicable week, and upon each request for a Revolving Loan; (h) as soon as available, but in any event not later than fifteen (15) days after the end of each month, (i) accounts receivable agings, aged by invoice date, (ii) accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (iii) reconciliations of accounts receivable agings (aged by invoice date), transactions reports and registration statements which general ledger, (iv) monthly perpetual inventory reports for Inventory valued on a first-in, first-out basis at the Borrower may file lower of cost or market (in accordance with GAAP) or such other inventory reports as are requested by the Administrative Agent in its good faith business judgment, and (v) monthly booking reports in form and substance satisfactory to the Administrative Agent; (i) not later than fifteen (15) days after the end of each month occurring during each fiscal year of the Borrowers, and at any other times requested by the Administrative Agent, a Liquidity Report; (j) concurrently with the SEC under Section 13 or 15(d) delivery of the Exchange Actfinancial statements referred to in Section 6.1(a), or a report of a reputable insurance broker with any national securities exchange, and not otherwise respect to the insurance coverage required to be delivered maintained pursuant to Section 6.6, together with any supplemental reports with respect thereto which the Administrative Agent pursuant hereto;may reasonably request; and (k) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (e), to the relevant Lender:): (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly quarterly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month fiscal quarter or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (cb) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 30 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower Borrower, Guarantors and its their respective Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a based on reasonable estimates, information and assumptions and that such Responsible Officer stating that such Projections have been prepared in good faith based upon assumptions believed by the Borrower has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (dc) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) fifteen days after the same are sent, copies of each annual report, proxy or all financial statement or other material report statements and reports that the Borrower or any Guarantor sends to the holders of any class of the Borrower’s Indebtedness its debt securities or public equity securities and, within five (5) fifteen days after the same are filed, copies of all annual, regular, periodic financial statements and special reports and registration statements which that the Borrower or any Guarantor may make to, or file with, the SEC; (d) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with the SEC under Section 13 any Governmental Authority regarding compliance with or 15(d) maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Exchange ActGovernmental Approvals or otherwise on the operations of the Group Members; (e) promptly, or with such additional financial and other information as any national securities exchange, and not otherwise required Lender may from time to be delivered to the Administrative Agent pursuant hereto;time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, a Compliance Certificate of a Responsible Officer, on behalf of the Borrower, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it during such period, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and Compliance Certificate; (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month or fiscal year of the Borrower, ; and (iii) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for (x) registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office or the United States Copyright office (y) other material Intellectual Property, issued, licensed, or acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report Compliance Certificate delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 45 days after the end of each fiscal year of the Borrower, a detailed detailed, board-approved approved, consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position flow and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such board-approved budget and projections with respect to such fiscal year (collectively, the “Projections”), which board-approved Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such board-approved Projections have been prepared in good faith are based upon on estimates, information and assumptions believed by the Borrower to be reasonable as of at the date thereof (time made, it being understood recognized that such board-approved Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)set forth therein by a material amount; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days Business Days after the same are sent, copies of each annual report, proxy or financial statement or other material report or notice that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt or public equity securities and, within five (5) days Business Days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent to, or received by any Loan Party or any Subsidiary thereof, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that would reasonably be expected to have a material adverse effect on any of the Governmental Approvals or otherwise on the operations of the Loan Parties or the Group Members; (g) (i) not later than 30 days after the end of each month and (ii) prior to any borrowing of Revolving Loans, accounts receivable agings, aged by invoice date, accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, reconciliations of accounts receivable agings (aged by invoice date), a Borrowing Base Certificate summarizing and calculating (where applicable) the Borrowing Base, together with all key performance metrics (including, without limitation, report of xxxxxxxx, and detailed customer information) accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion, and general ledger; (h) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.6, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; (i) promptly, details of any changes to the beneficial ownership information set out in the Collateral Information Certificate, as may have been updated by any subsequent written notice. (j) promptly, such additional information regarding the operations, business affairs and financial condition of the Borrower or any Subsidiary or compliance with the terms of the Loan Documents as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender:): (a) [reservedReserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, a Compliance Certificate (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and certificate, (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month fiscal quarter or fiscal year of the Borrower, and as the case may be, (iii) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, containing a description of any change in the jurisdiction of organization of any Loan Party and (iv) to the extent not previously disclosed to the Administrative Agent, containing a list of (x) any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent of any Loan Party and Trademark Office (y) other material Intellectual Property issued to, licensed by or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter Party, in each case, since the date of the most recent report delivered pursuant to this clause (iiiiv) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 60 days after the end of each fiscal year of the Borrower, a detailed board-detailed, board approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the holders of the Group Member’s Indebtedness for borrowed money or the Borrower’s Indebtedness or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) [Reserved]; (h) [Reserved]; (i) concurrently with the delivery of the financial statements referred to in Section 6.1(a), updated certificates of insurance with respect to the insurance coverage required to be maintained pursuant to Section 6.6, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and (j) [Reserved]; (k) promptly, such additional financial and other information, including, without limitation, any certification or other evidence confirming Borrower’s compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or in the case of clause (f), to the relevant Lender:): (a) [reserved]; (b) concurrently with within 5 Business Days of the Borrower’s delivery of any financial statements pursuant to Section 6.16.01, (i) a certificate of a Responsible Officer of the Borrower stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and certificate, (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing (x) all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member Loan Party with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month period of the Borrower and calculating compliance with each of the financial covenants set forth in Section 7.01 as of the last day of the applicable period of the Borrower, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party Party, and a list (z) any supplements to Schedules 14, 15, 20, 21, 22 and 23 of any newly acquired registrations the Collateral Questionnaire as would be necessary to cause such Sections to be accurate as of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office or the United States Copyright office by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during last day of the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause period and (iii) (or, in the case of financial statements delivered pursuant to Section 6.01(a), updated insurance certificates evidencing the first such report so delivered, since the Closing Date)insurance coverage required to be maintained pursuant to Section 6.05; (cb) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 ninety (90) days after the end of each fiscal year of the Borrower, a detailed board-consolidated board of director approved consolidated operating budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, within 5 Business Days (or such longer period as soon as the Administrative Agent may agree in its sole discretion) after the same have become available, material revisions, if any, of such operating budget and projections with respect to such fiscal year to the extent approved by the board of directors of the Borrower (collectively, the “Projections”), ) which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are incorrect or misleading in any material respect, it being recognized by the Lenders that such financial information as it relates to future events and are is not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections financial information may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)set forth therein by a material amount; (dc) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party Borrower or any Subsidiary thereofof its Subsidiaries, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party the Borrower or any Subsidiary thereof of its Subsidiaries (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (ed) subject to the final paragraph of Section 6.01, within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower or any of its Subsidiaries sends to the holders of any class of the Borrower’s its Indebtedness or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower or any of its Subsidiaries may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (e) within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Borrower and its Subsidiaries; (f) promptly, such additional financial and other information, including, without limitation, any evidence confirming the Loan Parties’ compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request; and (g) Promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender for purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including, without limitation, the Patriot Act. The Borrower hereby acknowledges that (i) the Administrative Agent and/or an Affiliate thereof may, but shall not be obligated to, make available to the Lenders and the L/C Issuer materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks, Syndtrak, ClearPar or a substantially similar electronic transmission system (the “Platform”) and (ii) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive material non-public information with respect to the Borrower or its Affiliates, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to such Persons’ securities. The Borrower hereby agrees that so long as the Borrower is the issuer of any outstanding debt or Capital Stock that is registered or issued pursuant to a private offering or is actively contemplating issuing any such securities it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (A) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (B) by marking Borrower Materials “PUBLIC,” the Borrower shall be deemed to have authorized the Administrative Agent, any Affiliate thereof, the Arrangers, the L/C Issuer and the Lenders to treat such Borrower Materials as not containing any material non-public information (although it may be sensitive and proprietary) with respect to the Borrower or its securities for purposes of United States federal and state securities laws (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 11.07); (C) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Side Information;” and (D) the Administrative Agent and any Affiliate thereof and the Arrangers shall be entitled to treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower shall be under no obligation to mark any Borrower Materials “PUBLIC”.

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use best efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender:): (a) [reserved]concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly all monthly, quarterly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month month, fiscal quarter or fiscal year of Holdings, as the Borrowercase may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 days after the end of each fiscal year of the BorrowerHoldings, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower Holdings and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s Holdings’ filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower Holdings sends to the holders of any class of the Borrower’s Indebtedness Holdings’ debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower Holdings may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) (i) so long as any Revolving Loans remain outstanding, not later than 15 days after the end of each month (and not later than three days after the end of each week at all times during the existence of a Liquidity Event) and at any other times reasonably requested by the Administrative Agent, and (ii) prior to any borrowing of Revolving Loans to the extent the following reports were not delivered with respect to the prior month or week, as applicable, in each case (i) and (ii): (A) a Borrowing Base Certificate accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion, (B) accounts receivable agings, aged by invoice date, (C) accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (D) a Deferred Revenue schedule, and (E) reconciliations of accounts receivable agings (aged by invoice date), transactions reports and general ledger; (h) not later than 15 days after the end of each month occurring during each fiscal year of UCTSS, and at any other times requested by the Administrative Agent, a Liquidity Report; (i) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.6 and the provisions of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request. (j) by no later than three days prior to the effectiveness thereof, copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to any of the Merger Documents; (k) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use best efforts to the Administrative Agent, for distribution furnish) to each Lender: (a) [reserved]concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary to complete its auditing procedures, no knowledge was obtained of any Event of Default relating to any of the financial covenants set forth in this Agreement, except as specified in such certificate (which certification may be limited to the extent required by accounting rules or guidelines); (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly or quarterly financial statements, (x) a Compliance Certificate containing (A) the amount of Permitted gTLD Investments for the period, and (B) all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein Section 7.1 and setting forth the Consolidated Domestic EBITDA calculations, in each case, as of the last day of the applicable calendar month fiscal quarter or fiscal year of the BorrowerBorrower Parent, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative AgentLender, (A) a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party and (other than any registration that is then subject to an Intellectual Property Security Agreement (B) a list of Subsidiaries created or supplement thereto)) during the applicable calendar quarter acquired, in each case since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 30 days after prior to the end of each fiscal year of the BorrowerBorrower Parent, a detailed board-approved consolidated and consolidating budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower Parent and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material revisions, if any, of such budget and projections with respect to such fiscal year ) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized); (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the BorrowerBorrower Parent’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower Parent sends to the holders of any class of the Borrower’s Indebtedness Borrowers’ debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower Parent may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent Lender pursuant hereto;; and (f) promptly, such additional financial and other information as Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reservedReserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 sixty (60) days after the end of each fiscal year of the BorrowerBorrower (or if earlier, within fifteen (15) days of the date approved by the board of directors of GTTI), a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower GTTI and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent or a Lender, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that would reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) (i) concurrently with the delivery of the financial statements referred to in Section 6.1, (ii) not later than twenty (20) days after the end of each month and at any other times reasonably requested by the Administrative Agent or a Lender, and (iii) prior to any borrowing of Revolving Loans (including, without limitation, Swingline Loans), to the extent the following reports were not delivered with respect to the prior month or week, as applicable: (A) a Borrowing Base Certificate accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent or the Lenders in their reasonable discretion, (B) accounts receivable agings, aged by invoice date, (C) accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (D) a deferred revenue schedule, and (E) reconciliations of accounts receivable agings (aged by invoice date), transactions reports and general ledger; (h) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.6, together with any supplemental reports with respect thereto which the Administrative Agent or a Lender may reasonably request. (i) promptly, such additional reports and financial and other information as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reserved]; (b1) concurrently with the delivery of any financial statements pursuant to Section 6.1Sections 6.1(a) and (b), a Compliance Certificate (i) a certificate of a Responsible Officer stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and certificate, (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month Fiscal Quarter or Fiscal Year of the Borrower, and as the case may be, with the Financial Covenants (other than the Financial Covenant in Section 7.20(d)) (or any component thereof), (iii) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative AgentLender, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly Registered IP issued to or acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office or the United States Copyright office by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date) and (iv) confirmation to the Lender that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date of the most recent report delivered pursuant to this clause (a); , as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such delivery and (c2) commencing with Projections for the fiscal year ending December 31, 2023, no later than 90 days within five (5) Business Days after the end of each fiscal year month, a Compliance Certificate containing all calculations necessary for determining compliance as of the last day of the month of the Borrower with the Financial Covenant in Section 7.20(d); (b) promptly, and in any event no later than forty-five (45) days after the beginning of the Borrower’s Fiscal Year, a detailed board-approved consolidated projected operating budget for the following fiscal year (including a projected consolidated balance sheet and cash flow of the Borrower and its consolidated Subsidiaries for such Fiscal Year (including an income statement for each month and a balance sheet as of at the end of the last month in each calendar month of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material revisions, if any, of such budget and projections with respect to such fiscal year Fiscal Quarter) (collectively, the “Projections”), which such Projections shall in each case to be accompanied by a certificate signed by the President, Treasurer, Chief Financial Officer, or equivalent officer of a Responsible Officer stating the Borrower to the effect that such Projections projections have been prepared in good faith based upon assumptions believed by on the Borrower to be reasonable as basis of the date thereof (it being understood sound financial planning practice consistent with past budgets and financial statements and that such Projections are as officer has no reason to future events and are not to be viewed as facts, question the reasonableness of any material assumptions on which such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)were prepared; (dc) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (ed) promptly, and in any event within five (5) days Business Days after the same are sent, copies of each annual report, proxy sent or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness or public equity securities and, within five (5) days after the same are filedreceived, copies of all annualmaterial correspondence, regularreports, periodic documents and special reports other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (e) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and registration statements which (b), a written report summarizing all material variances from budgets submitted by the Borrower may file pursuant to Section 6.2(b); and (f) promptly, such additional information (including materials intended for third party distribution prepared by a financial advisor) regarding the business, financial or organizational affairs and condition of any Loan Party and any Subsidiary, or compliance with the SEC under Section 13 or 15(d) terms of this Agreement, as the Exchange Act, or with any national securities exchange, and not otherwise required Lender may from time to be delivered to the Administrative Agent pursuant hereto;time reasonably request.

Certificates; Reports; Other Information. Furnish Deliver to the Administrative Agent, Agent for prompt further distribution to each Lender: (a) [reserved]upon delivery of the financial statements referred to in Section 6.01(a) and (b) and a duly completed Compliance Certificate signed by a Responsible Officer of the Parent; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month of the Borrower, and (iii) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office or the United States Copyright office by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31, 2023, no later than 90 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized); (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days promptly after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness or public equity securities and, within five (5) days after the same are filedpublicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file Parent files with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchangeGovernmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the form it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (c) promptly after the furnishing thereof, copies of any material requests or material notices received by any Loan Party or any of its Subsidiaries (other than in the ordinary course of business); (d) together with the delivery of the financial statements pursuant to Section 6.01(a) and each Compliance Certificate pursuant to Section 6.02(a), (i) a description of each event, condition or circumstance during the last fiscal quarter covered by such Compliance Certificate requiring a prepayment under Section 2.05(b), (ii) a list of Subsidiaries that identifies each Subsidiary as a Material Subsidiary or an Immaterial Subsidiary as of the date of delivery of such Compliance Certificate or a confirmation that there is no change in such information since the later of the Closing Date or the date of the last such list and (iii) such other information required by the Compliance Certificate; and (e) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Material Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01(a), (b), (e) or Section 6.02(c) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Parent posts such documents, or provides a link thereto on the Parent’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Parent’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided, that: (i) upon written request by the Administrative Agent, the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent and (ii) the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents. Notwithstanding the foregoing, the Borrower shall deliver originally executed Compliance Certificates to the Administrative Agent (in addition to the electronic copies pursuant to the foregoing). Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use best efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (h), to the relevant Lender:): (a) [reserved]; ; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer on behalf of the Borrower stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it during such period, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly monthly, quarterly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member Loan Party with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month month, fiscal quarter or fiscal year of the Borrower, and as the case may be, (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office or the United States Copyright office other material Intellectual Property issued to, applied for or acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); , and (z) to the extent requested by the Administrative Agent, bank statements evidencing compliance with the Liquidity financial covenant; ny-2542743-2619200 92 (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 60 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year approved by the Borrower’s board of directors (collectively, the “Projections”), which board-approved Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Borrower stating that such board-approved Projections have been prepared in good faith are based upon on estimates, information and assumptions believed by the Borrower to be reasonable as of at the date thereof (time made, it being understood recognized that such board-approved Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized); set forth therein by a material amount; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); ; (e) within five (5) days Business Days after the same are sent, copies of of, or links to the filings made at the SEC’s Xxxxx site of, each annual report, proxy or financial statement or other material report that the Borrower any Group Member sends to the holders of any class of the Borrower’s its Indebtedness or public equity securities and, within five (5) days Business Days after the same are filed, copies of of, or links to the filings made at the SEC’s Xxxxx site of, all annual, regular, periodic and special reports and registration statements which the Borrower Group Member may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;; (f) upon request by the Administrative Agent, within five days after the same are sent or received by any Group Member, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) concurrently with the delivery of the financial statements referred to in Sections 6.1(b) and (c), a Borrowing Base Certificate accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion, including without limitation, details of Recurring Revenue including, without limitation, Monthly Recurring Revenue total Recurring Revenue, total customers, the Advance Rate, Churn Rate and the Retention Rate; and (h) if requested by the Administrative Agent, concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.6, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and (i) promptly, such additional financial and other information regarding the operations, business affairs and financial condition of any Group Member, including, without limitation,

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (j), to the relevant Lender:): (a) [reserved]concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default arising from non-compliance with Section 7.1, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to such Responsible Officer has obtained Officer’s knowledge, no knowledge of any Default or Event of Default has occurred and is continuing, except as specified in such certificate and (ii) (x) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month month, fiscal quarter or fiscal year of Hortonworks, as the Borrowercase may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with registered in the United States Patent and Trademark Office (or the United States Copyright office exclusive licenses in respect thereof) issued to or acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 60 days after the end of each fiscal year of the BorrowerHortonworks, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower Hortonworks and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower to be reasonable as of the date thereof such Projections are delivered to the Administrative Agent (it being understood recognized by the Lenders that such Projections are financial information as it relates to future events and are is not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections financial information may differ significantly from the projected results, and that no assurance can be given that the projected results will be realizedset forth therein by a material amount); (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) concurrently with the delivery of the financial statements referred to in Section 6.1(c), (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) if requested by the Administrative Agent, monthly reconciliations of accounts receivable agings (aged by invoice date), Deferred Revenue report, and general ledger; (h) [reserved] (i) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.6, and, promptly following the request therefor, any supplemental reports with respect thereto which the Administrative Agent may reasonably request; (j) promptly, such additional financial and other information, including, without limitation, any certification or other evidence confirming Borrower’s compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.2(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such documents, or provides a link thereto, either: (i) on Hortonworks’ website on the Internet at the website address listed in Section 10.2; or (ii) when such documents are posted electronically on Hortonworks’ behalf on an internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), if any; provided that: (A) Hortonworks shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to Hortonworks to deliver such paper copies until written request to cease delivering paper copies is given by the Administrative Agent or such Lender; and (B) Hortonworks shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by email electronic versions (i.e. soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Hortonworks with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reservedReserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no actual knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 45 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five (5) days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) [Reserved]; (h) Within ninety (90) days after the last day of each fiscal quarter, copies of all reports, statements and other information filed with the State of California Department of Financial Institutions and other State of California Governmental Authorities during such fiscal quarter; (i) Upon the Administrative Agent’s request, copies of all periodic and other reports and materials filed by the Borrower with FinCEN including, without limitation, any FinCEN Form 107 or other renewals; (j) Within thirty (30) days after completion, copies of all Bank Secrecy Act/Anti-Money Laundering (BSA/AML) independent testing reports, and, as applicable, all BSA/AML reports created in the future by the Borrower’s internal audit team (if any); (k) Within ten (10) days after the Borrower’s Board of Directors meeting, copies of all board package materials, commensurate in form and substance with those provided to the Borrower’s Board of Observers; and (l) promptly, such additional reports and financial and other information as the Administrative Agent or any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.16.1(a) and (b), a Compliance Certificate (i) a certificate of a Responsible Officer stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements in all material respects, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and certificate, (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member the Loan Parties with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month month, Fiscal Quarter or Fiscal Year of the Borrower, and as the case may be (including with respect to any information and/or calculation of the Financial Condition Covenants (or any component thereof), (iii) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative AgentLenders, a description of any change in the jurisdiction of organization of any Loan Party and a list (iv) with respect to any delivery of any newly acquired registrations financial statements pursuant to Section 6.1(a) and (b), containing all information and calculations necessary for determining compliance with Section 7.7 of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office or the United States Copyright office by any Loan Party (other than any registration that is then subject to an Intellectual Property Security this Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iii) (or, which information and calculation shall be in the case of the first such report so delivered, since the Closing Datea form substantially consistent with Exhibit B); (cb) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 thirty (30) days after the end of each fiscal year Fiscal Year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year Fiscal Year (including a projected consolidated balance sheet of the Borrower Holdings and its Subsidiaries as of the end of each calendar month Fiscal Quarter of such fiscal yearFiscal Year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year Fiscal Year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (dc) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SECSEC or if disclosure is not legally permissible); (d) upon request by a Lender, within five (5) Business Days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (e) [reserved]. (f) promptly, such additional financial and other information, including, without limitation, any certification or other evidence confirming the Borrower’s compliance with the terms of this Agreement as the Administrative Agent or any Lender may from time to time reasonably request; (g) promptly upon receipt thereof, copies of all material reports, if any, submitted to the Borrower or its board of directors by its independent public accountants including, without limitation, any management report or letters; (h) within five (5) Business Days of the filing thereof, copies of all registration statements (excluding the exhibits thereto (unless requested by the Administrative Agent) and any registration statements on Form S-8 or its equivalent), reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and all other periodic reports which Holdings or any of its Subsidiaries shall file with the SEC or any national securities exchange; provided, however, that if such materials are posted in a timely matter on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EXXXX) system the Loan Parties shall have no additional obligation to deliver such materials to the Administrative Agent under this Section 6.2(h); (i) promptly upon the mailing thereof to the shareholders or members of any Loan Party generally, copies of all financial statements, reports and proxy statements so mailed and, promptly upon the issuance thereof, but in any event within ten (10) Business Days, copies of all press releases issued by the Borrower or any Subsidiary provided, however, that if such materials are posted in a timely matter on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EXXXX) system the Loan Parties shall have no additional obligation to deliver such materials to the Administrative Agent under this Section 6.2(i); (j) if any Termination Event shall occur that individually, or together with any other Termination Event that has occurred, results, or could reasonably be expected to have a Material Adverse Effect, a certificate of a Responsible Officer of the Borrower, within ten (10) Business Days after the Borrower obtains knowledge of the occurrence of such Termination Event, setting forth details as to such occurrence and the action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take; (k) to the extent the Borrower or any other Subsidiary is aware of the same, prompt notice, but in any event within ten (10) Business Days after Borrower obtains knowledge thereof, of the commencement of any proceeding or investigation by or before any Governmental Authority and any action or proceeding in any court or other tribunal or before any arbitrator against or in any other way relating to, or affecting, any Loan Party or any other Subsidiary or any of their respective properties, assets or businesses which could reasonably be expected to have a Material Adverse Effect; (l) prompt notice, but in any event within ten (10) Business Days after the receipt thereof, of the receipt of notice that any United States income tax returns of any Loan Party or any other Subsidiary are being audited; (m) a copy of any amendment to the certificate or articles of incorporation or formation, bylaws, partnership agreement or other similar organizational documents of the Borrower within five (5) Business Days after the later of (1) full execution thereof or (2) the effectiveness thereof; (n) prompt notice, but in any event within five (5) Business Days, of (i) any change in the senior management of the Borrower or any Subsidiary, (ii) any change in the business, assets, liabilities, financial condition, results of operations or business prospects of any Loan Party or any other Subsidiary, or (iii) the occurrence of any other event which, in the case of any of the immediately preceding clauses (i) and (ii), has had, or could reasonably be expected to have, a Material Adverse Effect; (o) prompt notice, but in any event within five (5) Business Days after the Borrower obtains knowledge thereof, of the occurrence of any default or event of default or any event which constitutes or which with the passage of time, the giving of notice, or otherwise, would constitute a default or event of default by any Loan Party or any other Subsidiary under any Material Contract to which any such Person is a party or by which any such Person or any of its respective properties may be bound; (p) prompt notice, but in any event within ten (10) Business Days, of entering into any Material Contract or Specified Derivatives Contract after the Agreement Date, and a copy of such contract provided, however, that if such materials are posted in a timely matter on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (EXXXX) system the Loan Parties shall have no additional obligation to deliver such materials to the Administrative Agent under this Section 6.2(p); (q) prompt notice, but in any event within ten (10) Business Days after receipt thereof, of any order, judgment or decree in excess of $100,000 having been entered against any Loan Party or any other Subsidiary or any of their respective properties or assets; (r) (i) prior to the earlier of (A) fifteen (15) days prior to a Permitted Acquisition and (B) five (5) days prior to any public filing or other public announcement regarding a Permitted Acquisition, the purpose of such Person being purchased or otherwise acquired pursuant to such Permitted Acquisition and the nature and the liabilities thereof, and (ii) otherwise, prompt notice, but in any event within five (5) Business Days, of the acquisition, incorporation or other creation of any Subsidiary, the purpose for such Subsidiary and the nature of the assets and liabilities thereof; (s) (i) within five (5) days after a Permitted Acquisition and (ii) otherwise, promptly upon the same are sentrequest of the Administrative Agent, copies but in any event within ten (10) Business Days after the receipt of each annual reportthe request, proxy or financial statement or other material report that the Borrower sends to the holders of any class evidence of the Borrower’s Indebtedness calculation of the Ownership Share with respect to a Subsidiary or public equity securities andan Unconsolidated Affiliate, such evidence to be in form and detail satisfactory to the Administrative Agent; (t) if applicable, promptly (but in any event within ten (10) Business Days after the Borrower obtains knowledge thereof), upon any change in any Loan Party’s credit rating, a certificate stating that such Loan Party’s credit rating has changed and the new credit rating that is in effect; (u) promptly (but in any event within ten (10) Business Days after), upon receipt of each request, such information identifying the Borrower as any Lender may request in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act and the beneficial ownership regulation; (v) promptly, and in any event within five (5) days Business Days after the same are filedBorrower obtains knowledge thereof, written notice of the occurrence of any of the following: (i) the Borrower or any other Subsidiary shall receive notice that any violation of or noncompliance with any Environmental Law has or may have been committed or is threatened; (ii) the Borrower or any other Subsidiary shall receive notice that any administrative or judicial complaint, order or petition has been filed or other proceeding has been initiated, or is about to be filed or initiated against any such Person alleging any violation of or noncompliance with any Environmental Law or requiring any such Person to take any action in connection with the release or threatened release of Hazardous Materials; (iii) the Borrower or any other Subsidiary shall receive any notice from a Governmental Authority or private party alleging that any such Person may be liable or responsible for any costs associated with a response to, or remediation or cleanup of, a release or threatened release of Hazardous Materials or any damages caused thereby; or (iv) the Borrower or any other Subsidiary shall receive notice of any other fact, circumstance or condition that could reasonably be expected to form the basis of an Environmental Claim, and the matters covered by notices referred to in any of the immediately preceding clauses (i) through (iv), whether individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect; (w) [reserved]. (x) prompt notice of any other matter that has had, or which could reasonably be expected to have, a Material Adverse Effect; (y) within thirty (30) days of filing, a copy of the federal income tax return filed by the Borrower; (z) unless otherwise agreed to between the Administrative Agent and the Borrower, copies of all annualmaterial notices received from Wxxxx Fargo and all material documents delivered to Wxxxx Fargo in connection with the WF Credit Agreement (excluding, regularfor the purpose of clarity, periodic any draw requests notices and special reports similar notices and registration statements which documents); and (aa) from time to time and promptly upon each request, such data, certificates, reports, statements, opinions of counsel, documents or further information regarding any Property or the business, assets, liabilities, financial condition, results of operations or business prospects of the Borrower may file with the SEC under Section 13 or 15(d) any of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to Subsidiaries as the Administrative Agent pursuant hereto;or any Lender may reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1Sections 6.1(a) and 6.1(b), a Compliance Certificate (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate certificate, and (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month of the Borrower, and (iii) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed confirmation to the Administrative Agent, a description of any Agent that there has been no change in to the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of information set forth on the Perfection Certificate since the Closing Date or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office or the United States Copyright office by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iii) (orb), in as applicable, and/or deliver to the case Administrative Agent an updated Perfection Certificate identifying such changes as of the first date of such report so delivered, since the Closing Date)delivery; (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 one hundred twenty (120) days (or such later date reasonably acceptable to the Required Lenders) after the end of each fiscal year Fiscal Year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year Fiscal Year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month Fiscal Quarter of such fiscal yearFiscal Year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year Fiscal Year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized); (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after upon request by the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness or public equity securities andAdministrative Agent, within five (5) days Business Days after the same are filedsent or received, copies of all annualcorrespondence, regularreports, periodic documents and special reports other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that would reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; and (f) promptly, such additional financial and registration statements which other information, including, without limitation, any certification or other evidence confirming the Borrower may file Borrower’s compliance with the SEC under Section 13 or 15(d) terms of the Exchange Actthis Agreement, or with any national securities exchange, and not otherwise required to be delivered to as the Administrative Agent pursuant hereto;may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use best efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (i), to the relevant Lender:): (a) [reserved]concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (iiii)(x) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month fiscal quarter or fiscal year of the BorrowerBorrowers, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly material patents, registered trademarks or registered copyrights issued to or acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office or the United States Copyright office by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 60 days after the end of each fiscal year of the BorrowerBorrowers, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet sheets of the Administrative Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized); (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Administrative Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the any Borrower sends to the holders of any class of the Borrower’s Indebtedness its debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Administrative Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) (i) so long as any Revolving Loans remain outstanding, not later than 15 days after the end of each month (and not later than three days after the end of each week at all times during the existence of a Liquidity Event) and at any other times reasonably requested by the Administrative Agent, and (ii) prior to any borrowing of Revolving Loans to the extent the following reports were not delivered with respect to the prior month or week, as applicable: (A) a Borrowing Base Certificate accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion, (B) accounts receivable agings, aged by invoice date, (C) accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (D) a deferred revenue schedule, and (E) reconciliations of accounts receivable agings (aged by invoice date), transactions reports and general ledger; (h) not later than 15 days after the end of each month occurring during each fiscal year of the Borrowers, and at any other times requested by the Administrative Agent, a Liquidity Report; (i) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.7, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request. (j) promptly, such additional financial and other information as any Lender may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1Sections 6.1(a) and (b), a Compliance Certificate (i) a certificate of a Responsible Officer stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed in all material respects all of its covenants and other agreements, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and certificate, (ii) in the case of monthly or quarterly financial statements[reserved], a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month of the Borrower, and (iii) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative AgentLender, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date) and (iv) confirmation to the Lender that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date of the most recent report delivered pursuant to this clause (a), as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such delivery; (cb) commencing with Projections for the fiscal year ending December 31promptly, 2023, and in any event no later than 90 seventy (70) days after the end of each fiscal year beginning of the Borrower’s Fiscal Year, a detailed boardmonth-approved consolidated by-month projected operating budget for the following fiscal year (including a projected consolidated balance sheet and cash flow of the Borrower and its consolidated Subsidiaries for such Fiscal Year (including an income statement for each month and a balance sheet as of at the end of the last month in each calendar month of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material revisions, if any, of such budget and projections with respect to such fiscal year Fiscal Quarter) (collectively, the “Projections”), which such Projections shall in each case to be accompanied by a certificate signed by the President, Treasurer, Chief Financial Officer, or equivalent officer of a Responsible Officer stating the Borrower to the effect that such Projections projections have been prepared in good faith based upon on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any material assumptions believed by on which such Projections were prepared, and a draft of such Projections within forty-five (45) days after the Borrower to be reasonable as beginning of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)Borrower’s Fiscal Year; (dc) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (ed) promptly, and in any event within five (5) days Business Days after the same are sent, copies of each annual report, proxy sent or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness or public equity securities and, within five (5) days after the same are filedreceived, copies of all annualmaterial correspondence, regularreports, periodic documents and special reports other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (e) concurrently with the delivery of the financial statements referred to in Section 6.1(a) and registration statements which (b), a written report summarizing all material variances from budgets submitted by the Borrower may file pursuant to Section 6.2(b); and (f) promptly, such additional information (including, without limitation, monthly financials and materials intended for third party distribution prepared by a financial advisor) regarding the business, financial or organizational affairs and condition of any Loan Party and any Subsidiary, or compliance with the SEC under Section 13 or 15(d) terms of this Agreement, as the Exchange Act, or with any national securities exchange, and not otherwise required Lender may from time to be delivered to the Administrative Agent pursuant hereto;time reasonably request.

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (j), to the relevant Lender:): (a) [reserved]concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default arising from non-compliance with Section 7.1, except as specified in such certificate; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to such Responsible Officer has obtained Officer’s knowledge, no knowledge of any Default or Event of Default has occurred and is continuing, except as specified in such certificate and (ii) (x) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month month, fiscal quarter or fiscal year of Hortonworks, as the Borrowercase may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with registered in the United States Patent and Trademark Office (or the United States Copyright office exclusive licenses in respect thereof) issued to or acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 60 days after the end of each fiscal year of the BorrowerHortonworks, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower Hortonworks and its Subsidiaries as of the end of each calendar fiscal quarter and fiscal month of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower to be reasonable as of the date thereof such Projections are delivered to the Administrative Agent (it being understood recognized by the Lenders that such Projections are financial information as it relates to future events and are is not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections financial information may differ significantly from the projected results, and that no assurance can be given that the projected results will be realizedset forth therein by a material amount);. (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) concurrently with the delivery of the financial statements referred to in Section 6.1(c), (A) monthly accounts receivable agings, aged by invoice date, (B) monthly accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (C) if requested by the Administrative Agent, monthly reconciliations of accounts receivable agings (aged by invoice date), Deferred Revenue report, and general ledger; (h) [reserved] (i) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.6, and, promptly following the request therefor, any supplemental reports with respect thereto which the Administrative Agent may reasonably request; (j) promptly, such additional financial and other information, including, without limitation, any certification or other evidence confirming Borrower’s compliance with the terms of this Agreement, as the Administrative Agent or any Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.2(e) (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so, shall be deemed to have been delivered on the date on which the Borrower posts such documents, or provides a link thereto, either: (i) on Hortonworks’ website on the Internet at the website address listed in Section 10.2; or (ii) when such documents are posted electronically on Hortonworks’ behalf on an internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), if any; provided that: (A) Hortonworks shall deliver paper copies of such documents to the Administrative Agent or any Lender upon its request to Hortonworks to deliver such paper copies until written request to cease delivering paper copies is given by the Administrative Agent or such Lender; and (B) Hortonworks shall notify (which may be by facsimile or electronic mail) the Administrative Agent and each Lender of the posting of any such documents and provide to the Administrative Agent by email electronic versions (i.e. soft copies) of such documents. The Administrative Agent shall have no obligation to request the delivery of or to maintain paper copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by Hortonworks with any such request by a Lender for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (h), to the relevant Lender:): (a) [reserved]; (b) concurrently with the delivery deliveries of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer of Holdings stating that, such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and certificate, (ii) in the case of monthly quarterly or quarterly annual financial statementsstatements required to be delivered pursuant to Section 6.1(a) or (b), a Compliance Certificate containing all information and calculations necessary for determining compliance by the Loan Parties in accordance with Sections Section 7.1(a) and 7.1(bor (b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month fiscal quarter or fiscal year of the BorrowerHoldings, and (iii) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of registered or applications for registrations for other material Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to, applied for or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiii) (or, in the case of the first such report so delivered, since the Closing Date), (iii) in the case of monthly financial statements required to be delivered pursuant to Section 6.1(c), a Compliance Certificate containing all information and calculations necessary for determining compliance by the Loan Parties in accordance with Section 7.1(b) as of the last day of calendar month and (iv) in the case of annual financial statements required to be delivered pursuant to 6.1(a), updated insurance certificates evidencing the insurance coverage required to be maintained pursuant to Section 6.6, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; (c) commencing with Projections for the fiscal year ending December 31, 2023, no later than 90 60 days after the end of each fiscal year of the BorrowerHoldings, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower Holdings and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions and any related business forecasts used in the preparation of such annual financial projections applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on estimates, information and assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood at such time and that such Responsible Officer has no reason to believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)material respect; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to the Borrower’s Holdings’ filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower a Group Member sends generally to the holders of any class of the Borrower’s its Indebtedness or public equity securities (in their capacity as such) and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which Holdings or the Borrower Group Members may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; provided that, to the extent any such documents are included in materials otherwise filed with the SEC, such documents shall be deemed to have been delivered on the date on which the applicable Group Member files such documents with the SEC and such documents are publicly available on the SEC’s XXXXX filing system or any successor thereto, if any; (f) upon request by the Administrative Agent, within five (5) Business Days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law, in each case, with respect to matters that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) concurrently with the delivery of the financial statements referred to in Section 6.1(c), (i) accounts receivable agings, aged by invoice date, (ii) accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, and (iii) reconciliations of accounts receivable agings (aged by invoice date), transactions reports and general ledger; and (h) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request with respect to the Group Members; provided, however, none of the Group Members shall be required to provide any information that is subject to attorney client privilege.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly all monthly, quarterly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations reasonably necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month or fiscal year of the BorrowerParent, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (cb) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 60 days after the end of each fiscal year of the BorrowerParent, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower Parent and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate commensurate with those provided to the Parent’s board of a Responsible Officer stating that such Projections have been prepared in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)directors; (dc) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the BorrowerParent’s filings with the SEC); (ed) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower Parent sends to the holders of any class of the BorrowerParent’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower Parent may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (e) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that would reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (f) concurrently with each Notice of Borrowing and in any event within 35 days after the end of each month, account receivable and account payable agings (by invoice date), a deferred revenue schedule, and a Transaction Report summarizing and calculating (where applicable) the Borrowing Base, 69 the Annualized Recurring Revenue Retention Rate, Recurring Revenue and Recurring Revenue Lost, together with all key performance metrics related to such calculations; (g) concurrently with the delivery of financial statements referred to in Section 6.1(b), a Liquidity Report as of the last day of the month to which such financial statements relate; (h) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage maintained by the Borrowers pursuant to Section 6.6 and the terms of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and (i) promptly, such additional financial and other information as the Administrative Agent may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender), and the Administrative Agent shall distribute such copies to the Lenders or Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the Security Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative AgentAgent (which shall have disclosed such information to the Lenders), a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for upon the fiscal year ending December 31, 2023, no later than 90 earlier of (i) ten (10) days after approval by the Borrower’s Board of Directors or (ii) sixty (60) days after the end last day of each fiscal year of the Borrower, a detailed board-approved consolidated budget (A) annual operating budgets (including income statements, balance sheets and cash flow statements, by month) for the following then current fiscal year of the Borrower, and (B) annual financial projections for such fiscal year (including on a projected consolidated balance sheet monthly basis) as approved by Borrower’s Board of the Borrower and its Subsidiaries as of the end of each calendar month of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material revisions, if any, of such budget and projections with respect to such fiscal year Directors (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared are based on estimates, information and assumptions believed in good faith based upon assumptions believed by the Borrower such Responsible Officer to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)reasonable; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect; (g) concurrently with each Notice of Borrowing if Borrower is in a Borrowing Base Period and in any event within 30 days after the end of each month if Borrower is in a Borrowing Base Period, a Borrowing Base Certificate (which such Certificate, summarizes and calculates (where applicable) the Advance Rate, Borrowing Base, Monthly Contract Value, Annual Contract Value, the Annualized Retention Rate, Software License Revenue and Churn Rate; (h) [reserved]; (i) prompt notice of (i) the creation or acquisition of any Relevant Subsidiary, (ii) any existing Immaterial Subsidiary that becomes a Relevant Subsidiary and (iii) any existing Relevant Subsidiary that becomes an Immaterial Subsidiary; (j) [reserved]; and (k) promptly, such additional financial and other information, including, without limitation, any certification or other evidence confirming Borrower’s compliance with the terms of this Agreement, as the Administrative Agent or the Required Lenders may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1, (ix) a certificate of a Responsible Officer stating that, such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of any applicable financial covenant set forth in this Agreement referred to therein as of the last day of the applicable calendar month fiscal quarter or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party Party, and (z) solely with respect to the delivery of financial statements pursuant to Section 6.1(a), unless requested to be delivered more frequently (but not more frequently than quarterly) a list of any newly acquired registrations of or applications for registrations for registered Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to, applied for or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Effective Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 ninety (90) days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof any material respect (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realizedby a material amount); (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower any Group Member sends to the holders of any class of the Borrower’s its Indebtedness or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower any Group Member may file ny-2096649 v7 with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law (including any Healthcare Laws) that, in each case, could reasonably be expected to have a Material Adverse Effect; (g) promptly upon receipt by any Group Member obtaining knowledge of the following, written notice thereof prepared in reasonable detail that any Group Member has become subject to any federal, state, local governmental or civil or criminal investigations or audits involving or related to its compliance with Healthcare Laws (including, without limitation, an inquiry or investigation of any Person having “ownership, financial or control interest” (as that phrase is defined in 42 C.F.R. §420.201 et seq.) in any in any Group Member (other than routine audits in the ordinary course of business that are not the result of any actual or alleged violations of Healthcare Laws) that could reasonably be expected to be material to the Group Members, taken as a whole; (h) concurrently with the delivery of the financial statements referred to in Section 6.1(a), updated certificates evidencing insurance coverage required to be maintained pursuant to Section 6.6, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; and (i) promptly, such additional financial and other information as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender:): (a) i. [reserved]; (bi) concurrently with the delivery (or filing with the SEC as provided in Section 6.1) of any financial statements pursuant to Section 6.16.1 or for any other month within 30 days of such month, (i) a certificate of a Responsible Officer stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of quarterly or annual financial statements or with respect to the monthly or quarterly financial statementsdeliverables as outlined in clause (z) below, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month month, fiscal quarter or fiscal year of the Borrower, and as the case may be, (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office issued to, applied for or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date), and (z) in the case of monthly financials statements, bank statements evidencing compliance with the Liquidity financial covenant; (c) commencing with Projections for the fiscal year ending December 31xxx. xx soon as available, 2023, and in any event no later than 90 60 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower and that such Responsible Officer has no reason to be reasonable as of the date thereof (it being understood believe that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period incorrect or periods covered by misleading in any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized); (d) promptlymaterial respect; iv.promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto;; sf-5537426

Certificates; Reports; Other Information. Furnish to the Administrative Agent, for distribution to each Lender: (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to Section 6.1Sections ‎6.1(a) and ‎(b), (i) a certificate of a Responsible Officer stating that, such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly or quarterly financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance with the financial covenants set forth in Sections 7.1(a‎7.1(a) and 7.1(b‎(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month fiscal quarter or fiscal year of Holdings, as the Borrowercase may be, and certifying that the Group Members are in compliance with Sections ‎6.10 and ‎7.18, (iiiii) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and Party, (iii) an Asset Data Report, (iv) a list of any newly acquired registrations of United States registered Intellectual Property (and, to the extent requested by the Administrative Agent, foreign registered or applications for registrations applied for Intellectual Property constituting Collateral with the United States Patent and Trademark Office Property) issued to, applied for or the United States Copyright office acquired by any Loan Party (other than any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter since the date of the most recent report delivered pursuant to this clause (iiiiv) (or, in the case of the first such report so delivered, since the Closing Date)) and (v) the aggregate amount of (A) Investments made by Loan Parties in non-Loan Party Group Members, (B) repurchases of Accounts or Receivables from any SPV or pursuant to the SP Forward Flow Documentation and (C) indemnification payments made under the SP Forward Flow Documents, in each case, made during such fiscal quarter or fiscal year, as applicable; (ci) commencing with Projections for the fiscal year ending December 31, 2023, no later than 90 ninety (90) days after the end of each fiscal year of the BorrowerHoldings, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower Holdings and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, material revisions, if any, of such budget and projections with respect to such fiscal year ) (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections have been prepared are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in good faith based upon assumptions believed by the Borrower to be reasonable as of the date thereof any material respect (it being understood and agreed that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies fact and that actual results during the period or periods covered by any such Projections may differ significantly from by a material amount) and (ii) upon the projected resultsAdministrative Agent’s written request, significant revisions, if any, of such budget and that no assurance can projections (which may be given that in the projected results will form of updated forecasts delivered to Holdings’ Board of Directors and which shall not be realizedrequired to be delivered hereunder (x) more frequently than quarterly and (y) to the extent not delivered to Holdings’ Board of Directors); (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or other inquiry possible investigation by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) days Business Days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower any Group Member sends to the holders of any class of the Borrower’s its Indebtedness or public equity securities and, within five (5) days Business Days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower any Group Member may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five (5) Business Days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law that, in each case, could reasonably be expected to have a Material Adverse Effect; (i) promptly upon receipt or sending thereof (as applicable), copies of each Monthly Servicing Report delivered under the Servicing Agreement and (ii) promptly upon receipt or sending thereof (as applicable), all notices and reports received from or sent to Sound Point or its Affiliates with respect to (A) a Regulatory Trigger Event (as defined in the SP Forward Flow Agreement) or (B) any Event of Termination (as defined in the SP Forward Flow Agreement) and any cure of an Event Termination (or any other event that causes a prospective Event of Termination to no longer be deemed an Event of Termination pursuant to the terms of the SP Forward Flow Agreement); (h) [reserved]; (i) promptly, and in any event no later than five (5) Business Days after the occurrence thereof, written notice of the entry into or material amendment or modification of the Partner Bank Agreement by any Group Member, along with copies of executed versions thereof, which may, in each case, be redacted to remove commercially sensitive information (as determined by the Borrower in good faith); (j) [reserved]; and (k) promptly, such additional financial and other information as the Administrative Agent or any Lender (through the Administrative Agent) may from time to time reasonably request.

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (k), to the relevant Lender:): (a) [reserved]concurrently with the delivery of the financial statements referred to in Section 6.1(a), a certificate of the independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) (i) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of monthly quarterly or quarterly annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with Sections 7.1(a) and 7.1(b) by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable calendar month month, fiscal quarter or fiscal year of the Borrower, as the case may be, and (iiiy) in conjunction with the delivery of the quarterly financial statements, to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any newly acquired registrations of or applications for registrations for Intellectual Property constituting Collateral with the United States Patent and Trademark Office created or the United States Copyright office acquired by any Loan Party (other than which is registered or becomes registered or the subject of an application for registration or is issued to by any registration that is then subject to an Intellectual Property Security Agreement (or supplement thereto)) during the applicable calendar quarter Loan Party since the date of the most recent report delivered pursuant to this clause (iiiy) (or, in the case of the first such report so delivered, since the Closing Date); (c) commencing with Projections for the fiscal year ending December 31as soon as available, 2023, and in any event no later than 90 60 days after the end of each fiscal year of the Borrower, a detailed board-approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each calendar month fiscal quarter of such fiscal year, the related consolidated statements statement of projected cash flow, flow and the related consolidated statement of projected changes in financial position and projected income and a description of the underlying assumptions applicable theretoincome), and, as soon as available, material significant revisions, if any, of such budget and projections with respect to such fiscal year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the Borrower stating that such Projections have been prepared in good faith are based upon on reasonable estimates, information and assumptions believed by the Borrower to be reasonable as of the date thereof (it being understood that such Projections are as to future events and are not to be viewed as facts, such Projections are subject to significant uncertainties and contingencies and that actual results during the period or periods covered by any such Projections may differ significantly from the projected results, and that no assurance can be given that the projected results will be realized)reasonable; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC), except where so furnishing the same would violate any applicable law or any policy of the SEC or such other agency; (e) within five (5) days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any class of the Borrower’s Indebtedness debt securities or public equity securities and, within five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; provided that, notwithstanding the foregoing, (i) the Borrower shall deliver to the Administrative agent by no later than the date occurring 90 days after the end of each fiscal year of the Borrower a copy of the Borrower’s annual report on form 10-K delivered to the SEC in respect of such fiscal year and (ii) the Borrower shall deliver to the Administrative Agent by no later than the date occurring 45 days after the end of each fiscal quarter of the Borrower a copy of the Borrower’s quarterly report on form 10-K delivered to the SEC in respect of such fiscal quarter; (f) within ten days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.6 and the terms of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; (h) promptly, such additional financial and other information as the Administrative Agent or any Lender may from time to time reasonably request.