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

Certificates; Reports; Other Information. Promptly deliver to the Administrative Agent for further distribution to each Lender: (a) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties; (b) promptly after the receipt or 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) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together with the delivery of the financial statements required pursuant to Section 6.01(b), (i) a description of each event, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; and (d) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any 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 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly deliver Furnish to the Administrative Agent Agent, for further distribution to each Lender (or, in the case of clause (k), to the relevant Lender:) within the time periods set forth below (or such later date as the Administrative Agent may agree in its sole discretion): (a) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties[reserved]; (b) promptly concurrently with the delivery of any financial statements pursuant to Section 6.1, a Compliance Certificate (x) containing all information and calculations necessary for determining compliance by each Loan Party with the provisions of Section 7.1 of this Agreement referred to therein as of the last day of the quarter or fiscal year of Holdings, as the case may be, and (y) 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 registered material Intellectual Property issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (y) (or, in the case of the first such report so delivered, since the Closing Date); (c) no later than 45 days after the receipt end of each fiscal year of Holdings, consolidated projections and a model for the following fiscal year set forth on a quarterly basis in a form (and containing detail) consistent with the projections and model delivered to the Administrative Agent and distributed to the Lenders prior to the Closing Date (the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of Holdings stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or furnishing thereof, copies of misleading in any material requests or material notices received respect; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any of its Subsidiaries (other than in the ordinary course of business) in respect of any instrumentSubsidiary thereof, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together with the delivery of the financial statements required pursuant to Section 6.01(b), (i) a description copies of each event, condition notice received from the SEC (or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (iicomparable agency in any applicable non-U.S. jurisdiction) a list of Subsidiaries as of the date of delivery of concerning any investigation or possible investigation or other inquiry by such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; and (d) promptly, such additional information agency regarding the business, legal, financial or corporate affairs other operational results of any Loan Party or any SubsidiarySubsidiary thereof (other than routine comment letters from the staff of the SEC relating to any Group Members’ filings with the SEC or information that would violate confidentiality obligations to a Governmental Authority); (e) within five (5) 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 their respective Indebtedness with a principal amount in excess of $5,000,000 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) 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 the terms or maintenance of material Governmental Approvals or material Requirements of Law, in each case that could reasonably be expected to have a Material Adverse Effect on any of the Loan DocumentsGovernmental Approvals on the operations of the Group Members; (g) [reserved]; (h) [reserved]; (i) promptly after renewal thereof, as but in no event less frequently than once every twelve months, a report of a reputable insurance broker (which may be in the form of customary insurance certificates) with respect to the insurance coverage required to be maintained pursuant to Section 6.6; and (j) [reserved]; (k) promptly such additional financial and other information 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 , including, without limitation, any certification or Section 6.02 shall be delivered electronically to other evidence confirming the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, ParentBorrower’s filing of notice of any event described in Section 6.02 compliance with the SEC shall be deemed to satisfy the requirements terms of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related theretoAgreement.

Certificates; Reports; Other Information. Promptly deliver Furnish to the Administrative Agent Agent, for further distribution to each Lender: (a) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties; (b) promptly after the receipt or 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) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together concurrently with the delivery of the financial statements required delivered pursuant to Section 6.01(b6.1(b), a monthly accounts receivable aging report and a monthly Unbilled Accounts Receivable report, each 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 description certificate of a Responsible Officer of the Borrower stating that, to the best of such Responsible Officer’s knowledge, each eventLoan 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 circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b)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, (ii) a list Compliance Certificate containing all information and calculations necessary for determining compliance by each Loan Party with the provisions of this Agreement referred to therein as of the last day of the applicable period of the Borrower, and (y) 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 (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) as soon as available, and in any event no later than 60 days after the end of each fiscal year of the Borrower, a detailed consolidated board of director approved operating budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the date end of delivery each fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial statements or position and projected income and a confirmation that there is no change in such information since the later description of the Effective Date or 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 date “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the last Borrower stating that such list Projections are based on reasonable estimates, information and (iii) a report supplementing Schedules 5.07(b) assumptions and 5.17 and Schedules I and IV of the Security Agreement; andthat such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) promptly, and in any event within 5 Business Days after receipt thereof by any Group 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 by such agency regarding financial or other operational results of any Group Member (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within 5 days after the same are sent, copies of each annual report, proxy or financial statement or other material report that any Group Member sends to the holders of any class of its Indebtedness or public equity securities and, within 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 businessoperations, legal, business affairs and financial or corporate affairs condition of any Loan Party or any Subsidiarythe Group Members, or compliance with the terms of the Loan Documents, 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 or Section 6.02 shall be delivered electronically request with respect to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related theretoGroup Members.

Certificates; Reports; Other Information. Promptly deliver Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent Agent, for further distribution to each Lender (or, in the case of clause (k), to the relevant Lender:): (a) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties[reserved]; (b) promptly concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer of Holdings 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, (ii) in the case of financial statements delivered pursuant to Section 6.1(b), (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Loan Party with the provisions of this Agreement referred to therein as of the last day of the applicable fiscal period of Holdings, and (y) 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 registered Intellectual Property issued to, applied for, or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (y) (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), 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; (c) as soon as available, and in any event no later than 75 days after the receipt end of each fiscal year of Holdings, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of Holdings and its Subsidiaries as of the end of each 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, 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 are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or furnishing thereof, copies of misleading in any material requests or material notices received respect; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any of its Subsidiaries (other than in the ordinary course of business) in respect of any instrumentSubsidiary thereof, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together with the delivery of the financial statements required pursuant to Section 6.01(b), (i) a description copies of each event, condition notice or circumstance during other correspondence received from the last Fiscal Quarter requiring a prepayment under Section 2.03(b), SEC (iior comparable agency in any applicable non-U.S. jurisdiction) a list of Subsidiaries as of the date of delivery of concerning any investigation or possible investigation or other inquiry by such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; and (d) promptly, such additional information agency regarding the business, legal, financial or corporate affairs other operational results of any Loan Party or any SubsidiarySubsidiary thereof (other than routine comment letters from the staff of the SEC relating to Holdings’ filings with the SEC); (e) within five 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 any Group Member’s debt securities or public equity securities and, within five 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 reasonable 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 the terms 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 Loan DocumentsGovernmental Approvals or otherwise on the operations of the Group Members; (g) not later than 30 days after the end of each month, (i) a Borrowing Base Certificate accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion, (ii) accounts receivable agings, aged by invoice date, (iii) accounts payable agings, aged by invoice date, (iv) SaaS and recurring revenue metrics reports, and (v) deferred revenue schedule; (h) [reserved]; (i) [reserved]; (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. Documents required request with respect to be delivered pursuant to Section 6.01 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent Holdings and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related theretoSubsidiaries.

Certificates; Reports; Other Information. Promptly deliver to the Administrative Agent for further distribution to each Lender: (a) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties; (b) promptly after the receipt or 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) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together with the delivery of the financial statements required pursuant to Section 6.01(b), (i) a description of each event, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; and; (d) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any 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; and (e) true and complete copies of other material documents delivered or received by Parent or any other Loan Party pursuant to the terms of the Big Village Purchase Documents. Documents required to be delivered pursuant to Section 6.01 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, Borrower Bxxxxxxx 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, ParentPxxxxx’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly deliver Furnish (or, in the case of clause (a), use best efforts to furnish) to the Administrative Agent Agent, for further distribution to each Lender (or, in the case of clause (h), to the relevant Lender:): (a) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties[reserved]; (b) promptly after concurrently with the receipt or furnishing thereof, copies 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, quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Loan Party with the provisions of this Agreement referred to therein as of the last day of the month, fiscal quarter or fiscal year of the Borrower, as the case may be, (y) 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 registered Intellectual Property or other material requests Intellectual Property issued to, applied for or material notices received acquired by any Loan Party or any since the date of its Subsidiaries the most recent report delivered pursuant to this clause (other than y) (or, in the ordinary course of business) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess case of the Threshold Amountfirst 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; (c) together as soon as available, and in any event no later than 60 days after the end of each fiscal year of the Borrower, a detailed 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 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, 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 are based on estimates, information and assumptions believed by the Borrower to be reasonable at the time made, it being recognized that such board-approved Projections are not to be viewed as fact and that actual results during the period or periods covered by such Projections may differ from the projected results set forth therein by a material amount; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Group 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 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) Business Days after the same are sent, copies 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 any Group Member sends to the holders of any class of its Indebtedness or public equity securities and, within five (5) Business Days after the same are filed, copies 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 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 required pursuant referred to Section 6.01(bin Sections 6.1(b) and (c), (i) a description 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 each eventRecurring Revenue including, condition or circumstance during without limitation, Monthly Recurring Revenue total Recurring Revenue, total customers, the last Fiscal Quarter requiring a prepayment under Section 2.03(b)Advance Rate, (ii) a list of Subsidiaries as of Churn Rate and the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security AgreementRetention Rate; and (dh) 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 businessoperations, legal, business affairs and financial or corporate affairs condition of any Loan Party Group Member, including, without limitation, any certification or any Subsidiary, or other evidence confirming Borrower’s compliance with the terms of the Loan Documentsthis Agreement, 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 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly deliver to the Administrative Agent for further distribution to each Lender: (a) upon delivery of the financial statements referred to in Section 6.01(a), (b), and (c)(i) (solely as it relates to the Financial Covenants set forth in Section 7.12(e)), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any successor Governmental Authority (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), all press releases and other statements made available generally by the Borrower or any Loan Party of its Subsidiaries to the public concerning material developments in the business of the Loan PartiesBorrower or any of its Subsidiaries, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (bc) promptly after the receipt or 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) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold AmountAmount or relating to the ABN AMRO Facility; (cd) together with the delivery of the financial statements required each Compliance Certificate pursuant to Section 6.01(b6.02(a), (i) a description of each event, condition or circumstance during the last Fiscal Quarter fiscal quarter covered by such Compliance Certificate requiring a prepayment under Section 2.03(b2.02(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements Compliance Certificate or a confirmation that there is no change in such information since the later of the Effective Closing Date or the date of the last such list and list, (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security AgreementAgreement and (iv) such other information required by the Compliance Certificate; (e) within fifteen (15) days of filing or receipt of any material written notification, copies of all Tax returns, waivers, amendments, requests for extension and other material written notifications which the Borrower and its Subsidiaries files with, or receives from, the Internal Revenue Service or any other taxing authority; (f) any notices of default given or received with respect to any Permitted Servicing Joint Venture and, upon written request of the Administrative Agent, such additional material or documentation provided by or to the Loan Parties with respect to each such Permitted Servicing Joint Venture as may be reasonably requested; and (dg) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any 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 6.01(a), (b) or (c) or Section 6.02 shall 6.02(b), (c) or (e) may be delivered electronically to the Administrative Agent for further distribution to each LenderLender and if so delivered, shall be deemed to have been delivered on the date the Borrower delivers such documents to the Administrative Agent by electronic mail; provided that 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. 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 electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly deliver Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent Agent, for further distribution to each Lender (or, in the case of clause (j), to the relevant Lender:): (a) promptly as soon as available, but no later than thirty (30) days after the same are publicly availableend of each month, press releases and other statements made available generally by any Loan Party to a cash report evidencing Borrower’s compliance with the public concerning material developments in the business terms of the Loan PartiesSection 6.10; (b) promptly concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer stating that, 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 no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of all monthly, quarterly or annual financial statements, a Compliance Certificate containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the month, fiscal quarter or fiscal year of the Borrower, as the case may be; (c) as soon as available, and in any event no later than 60 days after the receipt end of each fiscal year of the Borrower, a detailed 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 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, 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 are based, at the time of submission, on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or furnishing thereof, copies of misleading in any material requests or material notices received respect; (d) promptly, and in any event within five Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of its Subsidiaries each notice or other correspondence (other than correspondence that is solely administrative or procedural rather than substantive) received from the SEC (or comparable agency in the ordinary course of businessany applicable non-U.S. jurisdiction) in respect concerning any investigation or possible investigation by such agency regarding financial or other operational results of any instrument, indenture, loan Loan Party or credit or similar agreement any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to Indebtedness in excess of the Threshold AmountBorrower’s filings with the SEC); (ce) together within five 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 debt securities or public equity securities and, within five 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, 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) concurrently with the delivery of the financial statements required pursuant referred to in Section 6.01(b6.1(c), (i) a description of each event, condition or circumstance during Borrowing Base Certificate accompanied by such supporting detail and documentation as shall be requested by the last Fiscal Quarter requiring a prepayment under Section 2.03(b)Administrative Agent in its reasonable discretion, (ii) a list accounts receivable agings, aged by invoice date, (iii) reconciliations of Subsidiaries as accounts receivable agings (aged by invoice date), and (iv) accounts payable agings, aged by invoice date; (h) concurrently with the delivery of the date of delivery of such financial statements referred to in Section 6.1(b), reconciliations of restructuring costs against the plan provided to the Administrative Agent; (i) A Transaction Report (and any schedules related thereto) (i) with each request for a Revolving Loan or L/C Advance, (ii) no later than 5:00 p.m. Pacific time Monday of each week immediately following a confirmation that there week when Liquidity is no change in such information since less than the later of the Effective Date or the date of the last such list Streamline Trigger, and (iii) a report supplementing Schedules 5.07(bwithin thirty (30) and 5.17 and Schedules I and IV days after the end of each month when Liquidity is greater than or equal to the Streamline Trigger; (j) concurrently with the delivery of the Security financial statements referred to in Section 6.1(a), a certificate of insurance from 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; and, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; (dk) promptly, such additional financial and other information regarding the business, legal, financial or corporate affairs of any Loan Party or any 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 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly deliver to the Administrative Agent for further distribution to each Lenderwho shall, make such information available on the Platform: (a) upon delivery of the financial statements referred to in Section 6.01(a) a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; and (b) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties; (b) promptly after the receipt or furnishing thereof, copies of all annual, regular, periodic and special reports and registration statements which the Parent files with the SEC or with any material requests or material notices received by any Loan Party or any of its Subsidiaries successor Governmental Authority (other than amendments to any registration statement (to the extent such registration statement, in the ordinary course of business) in respect of any instrumentform it became effective, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together with the delivery of the financial statements required pursuant to Section 6.01(bis delivered), (i) a description of each eventexhibits to any registration statement and, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b)if applicable, (ii) a list of Subsidiaries as of the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(bany registration statement on Form S-8) and 5.17 and Schedules I and IV of the Security Agreement; and (d) promptly, such additional information regarding the business, legal, financial or corporate affairs of in any Loan Party or any 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 case not otherwise required to be delivered to the Administrative Agent pursuant hereto. Delivery of any reports, information and documents under Section 6.01 and Section 6.02 as well as any such reports, information and documents pursuant to this Agreement, to the Administrative Agent and the Lenders is for informational purposes only and the Administrative Agent’s and Lenders’ receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Borrower’s compliance with any of its covenants hereunder (as to which the Administrative Agent and the Lenders are entitled to rely exclusively on the Compliance Certificates). The Administrative Agent and the Lenders shall have no responsibility or liability for the filing, timeliness or content of any report required under Section 6.01 or Section 6.02 shall be delivered electronically or any other reports, information and documents required under this Agreement (aside from any report that is expressly the responsibility of the Lenders subject to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related theretoterms hereof).

Certificates; Reports; Other Information. Promptly deliver to the Administrative Agent for further distribution to each Lender: (a) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties; (b) promptly after the receipt or 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) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together with the delivery of the financial statements required pursuant to Section 6.01(b), (i) a description of each event, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; and (d) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any 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 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, Borrower Bxxxxxxx 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, ParentPxxxxx’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly deliver to the Administrative Agent for further distribution to each Lender: (a) promptly after the same are publicly available, (i) copies of all annual, regular, periodic and special reports and registration statements which Parent files with the SEC or with any successor Governmental Authority (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 (ii) all press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties; (b) promptly after the receipt or 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) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together with the delivery of each Compliance Certificate pursuant to Section 6.01(d) (other than with respect to a Compliance Certificate delivered with the financial statements required pursuant to Section 6.01(b6.01(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 2.03(b2.02(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements Compliance Certificate or a confirmation that there is no change in such information since the later of the Effective Closing Date or the date of the last such list and list, (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security AgreementAgreement and (iv) such other information required by the Compliance Certificate; (d) within fifteen (15) days of filing or receipt of any written notification, copies of all Tax returns, waivers, amendments, requests for extension and other written notifications which any Loan Party files with, or receives from, the Internal Revenue Service or any other taxing authority; (e) promptly after the same are available to the applicable Loan Parties, copies of all monthly bank statements for each Deposit Account that is subject to an account control agreement naming the Collateral Agent as secured party (or the equivalent) thereunder; provided, that prior to the Disposition of Fit Pay, the Loan Parties shall also provide weekly reports on each Friday of the amount of cash on deposit at such time in each Deposit Account that is subject to an account control agreement naming the Collateral Agent as secured party (or the equivalent) thereunder; and (df) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any 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 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Notwithstanding the foregoing, 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 electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly deliver to the Administrative Agent for further distribution to each Lender: (a) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties; (b) promptly after the receipt or 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) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together with the delivery of the financial statements required pursuant of the Borrower referred to in Section 6.01(b5.01(a) and 5.01(b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower, accompanied by (i) a description of each event, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements Compliance Certificate or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and Compliance Certificate delivered under this Agreement, (iiiii) a report supplementing Schedules 5.07(beither (1) identifying any changes in the legal name of any Loan Party identity or type of organization or corporate structure of any Loan Party, jurisdiction of organization of any Loan Party, jurisdiction in which any Loan Party’s chief executive office is located and 5.17 and Schedules I and IV Federal Taxpayer Identification Number or organizational identification number of any Loan Party or (2) confirming that there has been no change in such information since the Effective Date or the date of the Security last Compliance Certificate delivered under this Agreement; (b) after the same are publicly available, copies of all annual, regular, periodic and special reports, proxy statements and registration statements which the Borrower or any of its Subsidiaries files with the SEC or with any successor Governmental Authority or with any national securities exchange, or distributed by the Borrower or any of its Subsidiaries, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (c) upon the reasonable request of the Administrative Agent following delivery of the information required pursuant Section 5.02(a), participate in a conference call for Lenders to discuss the financial condition and results of operations of the Borrower and its Subsidiaries for the most recently-ended period for which financial statements have been delivered; and (d) promptlypromptly following any request therefor, such additional other information regarding the businessoperations, legal, business affairs and financial or corporate affairs condition of any Loan Party the Borrower or any Subsidiaryof its Subsidiaries, or compliance with the terms of the any Loan DocumentsDocument, as the Administrative Agent on its own behalf or on behalf of any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related theretowriting.

Certificates; Reports; Other Information. Promptly deliver to the Administrative Agent for further distribution and to each Lender: (a) upon delivery of the financial statements referred to in Section 6.01(a) a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) promptly after the same are publicly available, press releases copies of all annual, regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any successor Governmental Authority (other statements made available generally by than amendments to any Loan Party registration statement (to the public concerning material developments extent such registration statement, in the business 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; and (c) promptly upon receipt thereof, notice that any third party has expressed an interest in writing (either formally or informally) in acquiring all or substantially all of the Loan Parties; (b) promptly after the receipt or furnishing thereof, copies ’ business. Delivery of any material requests reports, information and documents under Section 6.01 and Section 6.02 as well as any such reports, information and documents pursuant to this Agreement, to the Administrative Agent and the Lenders is for informational purposes only and the Administrative Agent’s and Lenders’ receipt of such shall not constitute constructive notice of any information contained therein or material notices received by any Loan Party or determinable from information contained therein, including the Borrower’s compliance with any of its Subsidiaries covenants hereunder (other than in the ordinary course of business) in respect of any instrument, indenture, loan or credit or similar agreement relating as to Indebtedness in excess of the Threshold Amount; (c) together with the delivery of the financial statements required pursuant to Section 6.01(b), (i) a description of each event, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; and (d) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as which the Administrative Agent or any Lender through and the Lenders are entitled to rely exclusively on the Compliance Certificates). The Administrative Agent may from time to time reasonably request. Documents and the Lenders shall have no responsibility or liability for the filing, timeliness or content of any report required to be delivered pursuant to under Section 6.01 or Section 6.02 shall be delivered electronically or any other reports, information and documents required under this Agreement (aside from any report that is expressly the responsibility of the Lenders subject to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related theretoterms hereof).

Certificates; Reports; Other Information. Promptly deliver Furnish to the Administrative Agent Agent, for further distribution to each Lender: (a) promptly after concurrently with the same are publicly availabledelivery of any financial statements pursuant to Section 6.1, press releases and other with respect to the last day of the applicable fiscal quarter or year to which such financial statements made available generally 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 any each Subsidiary of the Borrower that is not a Loan Party to the public concerning material developments in the business as of the Loan Partiessuch date; (b) promptly after concurrently with the receipt or furnishing thereof, copies delivery of any material requests financial statements pursuant to Section 6.1, a Compliance Certificate (i) containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable fiscal quarter or material notices received fiscal year of the Borrower, as the case may be, (ii) containing a certification by 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, (iii) containing a certification from a Responsible Officer of the Borrower with respect to the items described in clause (xi) of the definition of “Consolidated EBITDA” and (iii) to the extent not previously disclosed to the Administrative Agent, containing, (A) as applicable, a description of any change in the jurisdiction of organization of any Loan Party and a list of any 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 by any Loan Party or any of its Subsidiaries (other than in since the ordinary course of business) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess date of the Threshold Amount; (c) together with the delivery of the financial statements required most recent Compliance Certificate delivered pursuant to this Section 6.01(b), 6.2(b)(B) and (iB) a description of each event, condition or circumstance during the last Fiscal Quarter fiscal quarter or fiscal year covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.03(b2.10(c) or (e) (to the extent notice of such event has not been previously furnished to the Administrative Agent); (c) as soon as available, and in any event no later than 75 days after the end of each fiscal year of the Borrower (commencing with the fiscal year of the Borrower beginning on October 1, 2020), a detailed consolidated budget for the following fiscal year (ii) including a list projected consolidated balance sheet of Subsidiaries the Borrower and its Subsidiaries, the related consolidated statements of projected cash flow, projected changes in financial position and projected income as of the end of each fiscal quarter and a description of the underlying assumptions applicable thereto ), and, as soon as available, 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 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 estimates and assumptions believed by the Borrower to be reasonable as of the date of delivery of the applicable projections or assumptions and that actual results during the period or periods covered by any such financial statements projections and forecasts may differ from projected or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; andforecasted results); (d) promptly, such additional information regarding the business, legal, financial or corporate affairs and in any event within ten Business Days after receipt thereof by a Responsible Officer of any Loan Party or any SubsidiarySubsidiary 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 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 debt securities having an aggregate principal amount in excess of $5,000,000 or public equity securities and, within five 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 (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), updated insurance certificates with respect to the insurance coverage required to be maintained pursuant to Section 6.5 and the terms of the Loan DocumentsGuarantee 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 through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01 or Section 6.02 shall be delivered electronically to ; and (i) promptly following any request therefor, information and documentation reasonably requested in writing by the Administrative Agent or any Lender for further distribution to each Lender; provided that upon written request by purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including the Administrative Agent, Borrower shall deliver paper copies of such documents to Patriot Act and the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related theretoBeneficial Ownership Regulation.

Certificates; Reports; Other Information. Promptly deliver to the Administrative Agent for further distribution and to each Lender: (a) upon delivery of the financial statements referred to in Section 6.01(a) a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties; (b) promptly after the receipt or furnishing thereof, copies of all annual, regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any material requests or material notices received by any Loan Party or any of its Subsidiaries successor Governmental Authority (other than amendments to any registration statement (to the extent such registration statement, in the ordinary course of businessform it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in respect of any instrument, indenture, loan or credit or similar agreement relating case not otherwise required to Indebtedness in excess of be delivered to the Threshold AmountAdministrative Agent pursuant hereto; (c) together promptly upon receipt thereof, notice that any third party has expressed an interest in writing (either formally or informally) in acquiring all or substantially all of the Loan Parties’ business; (d) prior to the filing thereof in the Bankruptcy Court, drafts of all material filings related to the transactions contemplated by this Agreement and the other Loan Documents; it being understood that the foregoing requirement will be deemed satisfied to the extent such drafts are delivered to counsel for the Administrative Agent and counsel for the Lenders; (e) all filings made with the delivery Bankruptcy Court by any of the financial statements Loan Parties in the Chapter 11 Case (except to the extent filed under seal and disclosure to the Administrative Agent or Lenders is not permitted); it being understood that the foregoing requirement will be deemed satisfied to the extent such filings required pursuant to Section 6.01(b), (i) a description of each event, condition or circumstance during be delivered are available online and reasonably accessible to the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list Administrative Agent and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security AgreementLenders; and (df) promptlyno later than the first Business Day after delivery thereof, such additional information regarding the business, legal, financial or corporate affairs of all written reports given by any Loan Party or any Subsidiary, or compliance with the terms of the Loan DocumentsParties to any official or unofficial creditors’ committee in the Chapter 11 Case, except to the extent disclosure thereof is not permitted. Delivery of any reports, information and documents under Section 6.01 and Section 6.02 as well as any such reports, information and documents pursuant to this Agreement, to the Administrative Agent and the Lenders is for informational purposes only and the Administrative Agent’s and Lenders’ receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Borrower’s compliance with any Lender through of its covenants hereunder (as to which the Administrative Agent may from time and the Lenders are entitled to time reasonably requestrely exclusively on the Compliance Certificates). Documents The Administrative Agent and the Lenders shall have no responsibility or liability for the filing, timeliness or content of any report required to be delivered pursuant to under Section 6.01 or Section 6.02 shall be delivered electronically or any other reports, information and documents required under this Agreement (aside from any report that is expressly the responsibility of the Lenders subject to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related theretoterms hereof).

Certificates; Reports; Other Information. (1) Promptly deliver furnish or cause to be furnished to the Administrative Agent for further distribution to and each Lender: (a) promptly after the same are publicly available, press releases Lender such additional financial and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties; (b) promptly after the receipt or 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) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together with the delivery of the financial statements required pursuant to Section 6.01(b), (i) a description of each event, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; and (d) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan DocumentsCollateral, as the Administrative Agent or any Lender through or the Administrative Agent may from time to time reasonably request. Documents required . (i) Furnish or cause to be delivered pursuant furnished to Section 6.01 the Administrative Agent, no less frequently than monthly, within ten (10) days after the last day of each calendar month unless otherwise requested in writing by the Administrative Agent and more frequently at the request of the Administrative Agent, a report for such month showing, for all Eligible Mortgage Loans included in the Borrowing Base during such month, (A) the current unpaid principal balance of such Eligible Mortgage Loans, and (B) the payment status of such Eligible Mortgage Loans, including information regarding delinquencies of such Eligible Mortgage Loans as of the end of such month, and (ii) deliver such other monthly reports as the Administrative Agent may from to time reasonably request. (3) As soon as possible and in any event within thirty (30) days after any Reportable Event has occurred with respect to any Plan or Section 6.02 shall be delivered electronically the PBGC or any Company has instituted or will institute proceedings under Title IV of ERISA to terminate any Plan, such Company will deliver to the Administrative Agent for further distribution a certificate of the chief financial officer of such Company setting forth details as to each Lender; provided that such Reportable Event or Plan termination and the action such Company proposes to take with respect thereto. (4) Promptly after the furnishing thereof, copies of any statement or report furnished to any other creditor of any Company or the Guarantor pursuant to the terms of any indenture, loan or credit or similar agreement. (5) Promptly after the sending or filing thereof, copies of all financial statements and reports which any Company and/or the Guarantor send to, or receive from, the (i) Securities and Exchange Commission or (ii) any other Governmental Authority in connection with any investigation of any Company and/or the Guarantor which, if adversely determined, could have a material adverse effect on the business, operations, assets or financial or other condition of such Company or the Guarantor or the Companies taken as a whole and, upon written the request by of the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent all consultants' reports, investment bankers' reports, business plans and maintaining its copies of such similar documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly deliver Furnish to the Administrative Agent Agent, for further distribution to each Lender: (a) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties[reserved]; (b) promptly after concurrently with the receipt or furnishing thereof, copies delivery of any material requests 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 material notices received 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, (ii) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Loan Party with the provisions of this Agreement referred to therein as of the last day of the applicable period of the Borrower, and (y) to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party or any of its Subsidiaries Party, and (other than iii) in the ordinary course case of business) in respect of any instrumentfinancial statements delivered pursuant to Section 6.1(a), indenture, loan or credit or similar agreement relating updated insurance certificates evidencing the insurance coverage required to Indebtedness in excess of the Threshold Amountbe maintained pursuant to Section 6.6; (c) together with as soon as available, and in any event no later than 60 days after the delivery end of each fiscal year of the financial statements required pursuant to Section 6.01(b)Borrower, a detailed consolidated board of director approved operating budget for the following fiscal year (i) including a description projected consolidated balance sheet of each event, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Borrower and its Subsidiaries as of the date end of delivery each fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial statements or position and projected income and a confirmation that there is no change in such information since the later description of the Effective Date or 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 date “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of the last Borrower stating that such list Projections are based on reasonable estimates, information and (iii) a report supplementing Schedules 5.07(b) assumptions and 5.17 and Schedules I and IV of the Security Agreement; andthat such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect; (d) promptly, and in any event within 5 Business Days after receipt thereof by any Group 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 by such additional information agency regarding the business, legal, financial or corporate affairs other operational results of any Loan Party Group Member (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within 5 days after the same are sent, copies of each annual report, proxy or financial statement or other material report that any SubsidiaryGroup Member sends to the holders of any class of its Indebtedness or public equity securities and, within 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 compliance with the terms of the Loan Documentsany national securities exchange, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents and not otherwise required to be delivered pursuant to Section 6.01 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that pursuant hereto; (f) upon written reasonable request by the Administrative Agent, Borrower shall deliver paper within 5 days after the same are sent or received, copies of such 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 Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent. Each Lender shall be solely responsible for timely accessing electronically provided documents Governmental Approvals or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 otherwise on the date on which such report is first available via operations of the SEC’s EXXXX system or a successor system related thereto.Group Members; and

Certificates; Reports; Other Information. Promptly deliver Furnish or ---------------------------------------- cause to be furnished to the Administrative Agent for further distribution to and each Lenderof the Lenders directly: (a1) promptly after No later than the same are publicly availabletenth calendar day following the end of each calendar month, press releases and other statements made available generally by any Loan Party to as of the public concerning material developments in the close of business of the Loan PartiesCompany on the last Business Day of the immediately preceding calendar month, and at such other times as the Agent may reasonably request: (i) a Borrowing Base Certificate, and (ii) a monthly servicing and portfolio report, in form and detail satisfactory to the Agent; (b2) promptly after Prior to the receipt implementation thereof, written notice of any proposed changes to the Underwriting Guidelines; (3) Promptly upon the filing or furnishing sending thereof, copies of any material requests or material notices received by any Loan Party all proxy statements, financial statements, and reports which the Guarantor sends to its stockholders, and copies of all regular, periodic and special reports, and all registration statements under the Securities Act of 1933, as amended (the "Act"), which the Guarantor files with the Securities and Exchange Commission or any governmental authority which may be substituted therefor, or with any national securities exchange; provided, however, that there shall not be required to be delivered hereunder to any Lender copies of its Subsidiaries (other than in the ordinary course of business) in respect of any instrument, indenture, loan or credit or similar agreement prospectuses relating to Indebtedness in excess future series of offerings under registration statements filed under Rule 415 of the Threshold Amount; (c) together with Act or other items which such Lender has indicated in writing to the delivery of the financial statements required pursuant to Section 6.01(b), (i) a description of each event, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date Guarantor or the date of the last Company from time to time need not be delivered to such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security AgreementLender; and (d4) promptlyPromptly, such additional financial and other information, including, without limitation, financial statements of the Company and the Guarantor, and information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, Collateral as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required , including, without limitation, such information as is necessary for any Lender to be delivered pursuant participate out any of its interests in the Loans hereunder or to Section 6.01 or Section 6.02 shall be delivered electronically enable other financial institutions to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related theretobecome signatories hereto.

Certificates; Reports; Other Information. Promptly deliver Furnish to the Administrative Agent Agent, for further distribution to each LenderLender within the time periods set forth below: (a) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties[reserved]; (b) promptly after concurrently with the receipt or furnishing thereof, copies delivery of any material requests financial statements pursuant to each of Section 6.1(a) and Section 6.1(c) (other than for the last fiscal quarter of a fiscal year of the Borrower to the extent the ARR Leverage Covenant is not in effect for such quarter (it being understood that any Compliance Certificate covering the last fiscal quarter of a fiscal year may be delivered as part of the Compliance Certificate delivered with financial statements under Section 6.1(a)), a Compliance Certificate containing (x) all information and calculations necessary for determining compliance by the Borrower and each of its Subsidiaries with the applicable Financial Leverage Covenants as of the last day of the fiscal quarter or material notices received fiscal year of the Borrower, as the case may be, and (y) to the extent not previously disclosed to the Administrative Agent, a description of any change in legal name or the jurisdiction of organization of any Loan Party and a list of each Material Foreign Subsidiary; (c) concurrently with the delivery of financial statements pursuant to Section 6.1(a) for a particular fiscal year (after giving effect to any extensions of the deadline therefor), (x) consolidated projections and a model for the following fiscal year set forth on a quarterly basis in a form (and containing detail) consistent with the projections and model delivered to the Administrative Agent and distributed to the Lenders prior to the Closing Date (the “Projections”) and (y) supplemental schedules to the Guarantee and Collateral Agreement (if any) updating the matters set forth in the schedules to the Guarantee and Collateral Agreement so they are true and correct as of the end of the most recent fiscal year; (d) within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof (or such later date as the Administrative Agent may agree in its sole discretion), copies of its Subsidiaries each notice 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 any Group Members’ filings with the SEC or information that would violate confidentiality obligations to a Governmental Authority); (e) within five (5) Business Days after the same are sent (or such later date as the Administrative Agent may agree in the ordinary course of business) in respect its sole discretion), without duplication of any instrumentinformation already provided or otherwise required to be provided to the Administrative Agent, indenturecopies of each annual report, loan proxy or credit financial statement or similar agreement relating other material report that the Borrower sends to the holders of any class of their respective Indebtedness with a principal amount in excess of $5,000,000 or public equity securities and, within five (5) Business Days after the Threshold Amountsame are filed (or such later date as the Administrative Agent may agree in its sole discretion), 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; (cf) together within five (5) Business Days after the same are sent or received (or such later date as the Administrative Agent may agree in its sole discretion), copies of all correspondence, reports, documents and other filings with the delivery any Governmental Authority regarding compliance with or maintenance of material Governmental Approvals or material Requirements of Law, in each case that could reasonably be expected to have a Material Adverse Effect on any of the financial statements Governmental Approvals on the operations of the Group Members; (g) on or prior to the fifteenth (15th) day after the end of the month in which such amendment was executed, copies of any material amendments to Junior Indebtedness; (h) to the extent requested by the Administrative Agent (which may not be requested more than once per year so long as an Event of Default is not continuing), a report of a reputable insurance broker (which may be in the form of customary insurance certificates) with respect to the insurance coverage required to be maintained pursuant to Section 6.01(b), 6.6; (i) a description of each eventto the extent requested by the Administrative Agent, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as an up-to-date copy of the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security AgreementLSTA UBO Form; and (dj) promptly, promptly such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, Subsidiary thereof 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 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly The Parent and the Borrower shall deliver to the Administrative Agent and the Backstop DIP Lenders for prompt further distribution by the Administrative Agent to each Lender: (a) [reserved]; (b) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties; (b) promptly after the receipt or furnishing thereof, copies of all annual, regular, periodic and special reports and registration statements which the Parent files with the SEC or with any material requests or material notices received by any Loan Party or any of its Subsidiaries Governmental 54 203328685 v17 Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the ordinary course of businessform it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in respect of any instrument, indenture, loan or credit or similar agreement relating case not otherwise required to Indebtedness in excess of be delivered to the Threshold AmountAdministrative Agent pursuant hereto; (c) together with the delivery of the financial statements required pursuant to Section 6.01(b), (i) a description of each event, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; and[reserved]; (d) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any 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 regarding (i) compliance with the terms of the Loan Documents or (ii) if an Event of Default exists, the business, legal, financial or corporate affairs of any Loan Party or any Material Subsidiary; and (e) promptly, such additional information as the Backstop DIP Lenders may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01 or Section 6.02 shall 6.02(b) 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 for further distribution to each Lenderhave access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that 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 AgentAgent 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. Each Lender shall be solely responsible for timely accessing electronically provided posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly The Parent and the Borrower shall deliver to the Administrative Agent for prompt further distribution to each Lender: (a) upon delivery of the financial statements referred to in Section 6.01(a)(i), a duly completed Compliance Certificate signed by a Responsible Officer of the Parent; (b) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties; (b) promptly after the receipt or furnishing thereof, copies of all annual, regular, periodic and special reports and registration statements which the Parent files with the SEC or with any material requests or material notices received by any Loan Party or any of its Subsidiaries Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the ordinary course of businessform it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in respect of any instrument, indenture, loan or credit or similar agreement relating case not otherwise required to Indebtedness in excess of be delivered to the Threshold AmountAdministrative Agent pursuant hereto; (c) together with the delivery of the financial statements required pursuant to Section 6.01(b6.01(a)(i) and each Compliance Certificate pursuant to Section 6.02(a), (i) a description of each event, condition or circumstance during the last Fiscal Quarter fiscal quarter covered by such Compliance Certificate requiring a prepayment under Section 2.03(b2.05(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 financial statements Compliance Certificate or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of such other information required by the Security AgreementCompliance Certificate; and (d) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any 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 requestrequest regarding (i) compliance with the terms of the Loan Documents or (ii) if an Event of Default exists, the business, legal, financial or corporate affairs of any Loan Party or any Material Subsidiary. Documents required to be delivered pursuant to Section 6.01 6.01(a) or Section 6.02 shall 6.02(b) 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 for further distribution to each Lenderhave access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that 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 AgentAgent 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. Each Lender shall be solely responsible for timely accessing electronically provided posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly deliver Furnish or cause to be furnished to the Administrative Agent for further distribution to each Lender: (a1) promptly Within thirty (30) days after the same are publicly availablelast day of each calendar month unless otherwise requested in writing by the Lender, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Partiesa Monthly Production Report for such month; (b2) promptly after Promptly, such additional financial and other information, including, without limitation, financial statements of the receipt or furnishing thereof, copies of any material requests or material notices received by any Loan Party Company or any of its Subsidiaries Approved Investor (other than in FNMA or FHLMC) to the ordinary course of business) in respect of any instrumentextent available to the Company, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together with the delivery of the financial statements required pursuant to Section 6.01(b), (i) a description of each event, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; and (d) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, Collateral as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required ; (3) Promptly, and in any event within five (5) business days after received or sent by the Company, (i) true and complete copies of all audits, reports, studies and similar documentation prepared by, or on behalf of FNMA, FHLMC, GNMA, FHA, VA or the Department of Housing and Urban Development or similar agency relating to the Company's operations, servicing or lending practices or which have been done in connection with a review, extension or conditioning of any licenses and approvals issued to the Company by FNMA, FHLMC, GNMA, FHA or VA; and (ii) copies of all correspondence between any of the foregoing departments and agencies and the Company related to any such audits, reports, studies and similar documents; (4) Promptly, copies of any and all forms, reports, supplements or other documents of any kind filed by the Company with the Securities and Exchange Commission; (5) Promptly, upon request therefor by the Lender, a Pipeline Position Report; (6) Promptly, and in any event within five (5) Business Days after received or sent by the Company, true and complete copies of any and all notices, correspondences and similar documentation prepared by, or on behalf of, any investor under a Servicing Contract in the event such notices, correspondence or documentation declare or allege that the Company is (or will be after the passage of time) in default under a Servicing Contract or which terminates or threatens to terminate a Servicing Contract; (7) Upon entry by the Company into any Servicing Contract with a new investor which Servicing Contract is to be delivered pursuant to Section 6.01 or Section 6.02 shall be delivered electronically included in the Assigned Servicing Rights, an acknowledgement and consent executed by such investor in form and content satisfactory to the Administrative Agent for further distribution to each Lender; provided that upon written request and (8) Within forty-five (45) days after the end of each calendar month, a servicing portfolio report detailing the aggregate delinquency status of Mortgage Loans being serviced by the Administrative Agent, Borrower shall deliver paper copies of Company and such documents to the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given other reports regarding servicing as may be requested by the Administrative Agent. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related theretoLender.

Certificates; Reports; Other Information. Promptly deliver Furnish (or, in the case of clause (a) below, use commercially reasonable efforts to furnish) to the Administrative Agent Agent, for further distribution to each Lender (or, in the case of clause (f) below, to the relevant Lender:): (a) promptly after concurrently with the same are publicly availabledelivery of any financial statements pursuant to Section 6.1, press releases (i) a certificate of a Responsible Officer of the Borrower stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) a Compliance Certificate containing all information and other statements made available generally calculations necessary for determining whether the Loan Parties were in compliance with Section 7.1 as of the last day of the applicable fiscal period of the Borrower, (iii) 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 Intellectual Property issued to, applied for or (in respect of applications and registrations of Intellectual Property) acquired by any Loan Party party, in each case, 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), (iv) updated insurance certificates with respect to any policy that has been renewed to the public concerning material developments extent that such certificates have not been previously delivered to the Administrative Agent, (v) a list of all Permitted Risk Retention Facilities and Permitted Secured Financings that have been created, acquired or entered into by any Group Member over the course of the previous fiscal quarter, setting forth in each case, which Group Member owns such financing or facility and the aggregate principal amount of Financing Assets secured in connection with such facility or financing and (vi) a list of all new Group Members created or acquired by any Group Member in the business previous fiscal quarter, in each case setting forth (1) the direct parent of the Loan Partiessuch new Subsidiary, and (2) whether such new Subsidiary qualifies as an Excluded Subsidiary, Immaterial Subsidiary or SPV Subsidiary; (b) promptly as soon as available, and in any event no later than ninety (90) days (or such later date as may be agreed to by the Administrative Agent in its reasonable discretion) after the receipt end of each fiscal year of the Borrower, a detailed consolidated financial projections or furnishing thereofbudget for the following fiscal year approved by the board of directors or management of the Borrower (including a projected consolidated balance sheet of the Borrower as of the end of each fiscal quarter of such fiscal year, copies 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, 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 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 requests or material notices received respect; (c) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any other Group Member or any SPV Subsidiary, thereof, copies of its Subsidiaries each material notice or other material 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, any other Group Member or any SPV Subsidiary (in each case, other than routine comment letters from the staff of the SEC relating to the Borrower’s or any Group Member’s or SPV Subsidiary’s filings with the SEC and any routine examination letters); (d) 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 any Group Member’s 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 (other than in registration statements filed on a confidential basis) which the ordinary course of businessBorrower may file with the SEC under Section 13 or 15(d) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold AmountExchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (ce) together upon reasonable 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 the delivery 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 financial statements required pursuant to Section 6.01(b), (i) a description of each event, condition Governmental Approvals or circumstance during otherwise on the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as operations of the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security AgreementGroup Members; and (df) promptly, such additional financial and other information regarding the business, legal, financial or corporate affairs of any Loan Party or any 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 requestrequest with respect to the Borrower and its Subsidiaries. Documents The Borrower shall not be required to provide information or documentation pursuant to Sections 6.2(c), (e) or (f), in each case, (x) the disclosure of which would, or would reasonably be expected to, breach any confidentiality obligations binding on a Group Member (provided that such confidentiality obligations were not entered into in contemplation of hindering, conditioning or prohibiting distribution of such information pursuant to this Agreement), (y) that is subject to attorney, client or similar privilege or constitutes attorney work-product or (z) constitutes trade secrets or other sensitive information. Additionally, documents required to be delivered pursuant to this Section 6.01 or Section 6.02 shall 6.2 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 the Borrower’s website on the Internet at the website address listed in Section 10.2 (as updated from time to time); or (ii) when such documents are posted electronically on the Borrower’s behalf on an internet or intranet website to which each Lender and the Administrative Agent for further distribution to each Lender; provided that upon written request have access (whether a commercial, third-party website or whether sponsored by the Administrative AgentAgent including the EXXXX filing system), if any; provided that: (A) the Borrower shall deliver paper copies of such documents to the Administrative Agent for further distribution or any Lender upon its request to each Lender the Borrower to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative AgentAgent 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. Each 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 timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and to it or maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly deliver Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) upon delivery of the financial statements referred to in Section 6.01(a), (b), and (c) a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) promptly after the same are publicly available, press releases copies of all annual, regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other statements made available generally by than amendments to any Loan Party registration statement (to the public concerning material developments extent such registration statement, in the business of 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 Loan PartiesAdministrative Agent pursuant hereto; (bc) promptly after the receipt or 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) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount); (cd) together with the delivery of the financial statements required pursuant to Section 6.01(b6.01(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 fiscal quarter covered by such Compliance Certificate requiring a prepayment under Section 2.03(b2.05(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 financial statements Compliance Certificate or a confirmation that there is no change in such information since the later of the Effective Closing Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of such other information required by the Security AgreementCompliance Certificate; and (de) 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 6.01(a), (b), (c), (e) or Section 6.02 shall 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 Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent for further distribution to each Lenderhave access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that provided, that: (i) upon written request by any Lender through 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding (ii) the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC Borrower shall notify (which may be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system by facsimile or a successor system related thereto.electronic

Certificates; Reports; Other Information. Promptly deliver to the Administrative Agent for further distribution to each Lender: (a) upon delivery of the financial statements referred to in Section 6.01(a), (b), and (c)(i) (solely as it relates to the Financial Covenants set forth in Section 7.12(b)), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) promptly after the same are publicly available, copies of all annual, regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any successor Governmental Authority (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), all press releases and other statements made available generally by the Borrower or any Loan Party of its Subsidiaries to the public concerning material developments in the business of the Loan PartiesBorrower or any of its Subsidiaries, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (bc) promptly after the receipt or 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) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (cd) promptly after the receipt or furnishing thereof, (i) all notices of borrowing under the credit documents governing the ABL Indebtedness, (ii) copies of all reports (including the borrowing base certificate, all accounts receivable agings, accounts payable agings, inventory reports and analyses) delivered to or received from the agent or any lender under the credit documents governing the ABL Indebtedness, and (iii) copies of any amendments, waivers, consents or other modifications to any of the credit documents governing the ABL Indebtedness; (e) together with the delivery of the financial statements required each Compliance Certificate pursuant to Section 6.01(b6.02(a), (i) a description of each event, condition or circumstance during the last Fiscal Quarter fiscal quarter covered by such Compliance Certificate requiring a prepayment under Section 2.03(b2.02(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements Compliance Certificate or a confirmation that there is no change in such information since the later of the Effective Closing Date or the date of the last such list and list, (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security AgreementAgreement and (iv) such other information required by the Compliance Certificate; (f) within fifteen (15) days of filing or receipt of any material written notification, copies of all Tax returns, waivers, amendments, requests for extension and other material written notifications which the Borrower and its Subsidiaries files with, or receives from, the Internal Revenue Service or any other taxing authority; (g) any notices of default given or received with respect to any Permitted Servicing Joint Venture and, upon written request of the Administrative Agent, such additional material or documentation provided by or to the Loan Parties with respect to each such Permitted Servicing Joint Venture as may be reasonably requested; and (dh) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any 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 6.01(a), (b) or (c) or Section 6.02 shall 6.02(b), (c), (d) or (f) may be delivered electronically to the Administrative Agent for further distribution to each LenderLender and if so delivered, shall be deemed to have been delivered on the date the Borrower delivers such documents to the Administrative Agent by electronic mail; provided that 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. 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 electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly deliver to the Administrative Agent for further distribution and to each Lender: (a) upon delivery of the financial statements referred to in Section 6.01(a) a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) promptly after the same are publicly available, press releases copies of all annual, regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any successor Governmental Authority (other statements made available generally by than amendments to any Loan Party registration statement (to the public concerning material developments extent such registration statement, in the business 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; and (c) promptly upon receipt thereof, notice that any third party has expressed an interest in writing (either formally or informally) in acquiring all or substantially all of the Loan Parties; (b) promptly after the receipt or furnishing thereof, copies ’ business. Delivery of any material requests reports, information and documents under Section 6.01 and Section 6.02 as well as any such reports, information and documents pursuant to this Agreement, to the Administrative Agent and the Lenders is for informational purposes only and the Administrative Agent’s and Lenders’ receipt of such shall not constitute constructive notice of any information contained therein or material notices received by any Loan Party or determinable from information contained therein, including the Borrower’s compliance with any of its Subsidiaries covenants hereunder (other than in the ordinary course of business) in respect of any instrument, indenture, loan or credit or similar agreement relating as to Indebtedness in excess of the Threshold Amount; (c) together with the delivery of the financial statements required pursuant to Section 6.01(b), (i) a description of each event, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; and (d) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, as which the Administrative Agent or any Lender through and the Lenders are entitled to rely exclusively on the Compliance Certificates). The Administrative Agent may from time to time reasonably request. Documents and the Lenders shall have no responsibility or liability for the filing, timeliness or content of any report required to be delivered pursuant to under Section 6.01 or Section 6.02 shall be delivered electronically or any other reports, information and documents required under this Agreement (aside from any report that is expressly the responsibility of the Lenders subject to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related theretoterms hereof).

Certificates; Reports; Other Information. Promptly deliver Furnish to the Administrative Agent Agent, for further distribution to each Lender (or, in the case of clause (k), to the relevant Lender:) within the time periods set forth below (or such later date as the Administrative Agent may agree in its sole discretion): (a) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties[reserved]; (b) promptly concurrently with the delivery of any financial statements pursuant to Section 6.1, a Compliance Certificate (x) containing all information and calculations necessary for determining compliance by each Loan Party with the provisions of Section 7.1 of this Agreement referred to therein as of the last day of the quarter or fiscal year of Holdings, as the case may be, and (y) 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 registered Intellectual Property issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (y) (or, in the case of the first such report so delivered, since the Closing Date); (c) no later than 45 days after the receipt end of each fiscal year of Holdings, consolidated projections and a model for the following fiscal year set forth on a quarterly basis in a form (and containing detail) consistent with the projections and model delivered to the Administrative Agent and distributed to the Lenders prior to the Closing Date, and, as soon as available, significant revisions, if any, of such projections and 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 are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or furnishing thereof, copies of misleading in any material requests or material notices received respect; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any of its Subsidiaries (other than in the ordinary course of business) in respect of any instrumentSubsidiary thereof, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together with the delivery of the financial statements required pursuant to Section 6.01(b), (i) a description copies of each event, condition notice received from the SEC (or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (iicomparable agency in any applicable non-U.S. jurisdiction) a list of Subsidiaries as of the date of delivery of concerning any investigation or possible investigation or other inquiry by such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; and (d) promptly, such additional information agency regarding the business, legal, financial or corporate affairs other operational results of any Loan Party or any SubsidiarySubsidiary thereof (other than routine comment letters from the staff of the SEC relating to any Group Members’ filings with the SEC or information that would violate confidentiality obligations to a Governmental Authority); (e) within five (5) 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 their respective Indebtedness with a principal amount in excess of $5,000,000 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) 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 the terms 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 Loan Documentsmaterial Governmental Approvals or otherwise on the operations of the Group Members; (g) [reserved]; (h) [reserved]; (i) promptly after renewal thereof, as 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 through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01 , including, without limitation, any certification or Section 6.02 shall be delivered electronically to other evidence confirming the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, ParentBorrower’s filing of notice of any event described in Section 6.02 compliance with the SEC shall be deemed to satisfy the requirements terms of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related theretoAgreement.

Certificates; Reports; Other Information. Promptly deliver to the Administrative Agent for further distribution to each Lender: (a) promptly after the same are publicly available, (i) copies of all annual, regular, periodic and special reports and registration statements which Parent files with the SEC or with any successor Governmental Authority (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 (ii) all press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties; (b) promptly after the receipt or 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) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together with the delivery of each Compliance Certificate pursuant to Section 6.01(d) (other than with respect to a Compliance Certificate delivered with the financial statements required pursuant to Section 6.01(b6.01(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 2.03(b2.02(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements Compliance Certificate or a confirmation that there is no change in such information since the later of the Effective Closing Date or the date of the last such list and list, (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security AgreementAgreement and (iv) such other information required by the Compliance Certificate; (d) within fifteen (15) days of filing or receipt of any written notification, copies of all Tax returns, waivers, amendments, requests for extension and other written notifications which any Loan Party files with, or receives from, the Internal Revenue Service or any other taxing authority; (e) promptly after the same are available to the applicable Loan Parties, copies of all monthly bank statements for each Deposit Account that is subject to an account control agreement naming the Collateral Agent as secured party (or the equivalent) thereunder; and (df) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any 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 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Notwithstanding the foregoing, 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 electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly deliver Furnish to the Administrative Agent Agent, for further distribution to each Lender (or, in the case of clause (k), to the relevant Lender) within the time periods set forth below: (a) promptly after concurrently with the same are publicly availabledelivery of any financial statements pursuant to each of Section 6.1(a) and Section 6.1(c), press releases and other statements made available generally a ‘quarterly reporting supplement’ in the form of the “Ribbon Lender Quarterly Template.xlsx” delivered by any Loan Party counsel to the public concerning material developments in Administrative Agent to the business of the Loan PartiesBorrower’s counsel on Monday June 17, 2024 (as to “maintenance revenue”, “maintenance gross profit” and “EBITDA reconciliation”); (b) promptly concurrently with the delivery of any financial statements pursuant to each of Section 6.1(a) and Section 6.1(c), a Compliance Certificate containing (x) all information and calculations necessary for determining compliance by Holdings and each of its Subsidiaries with the financial covenant set forth in Section 7.1 as of the last day of the fiscal quarter or fiscal year of Holdings, as the case may be, (y) all information and calculations necessary for determining compliance with Section 7.3(s) and Section 7.5(f) and (z) to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party, a list of each Material Jurisdiction under clause (v) of the definition thereof and a list of any registered material Intellectual Property issued to or acquired by any Loan Party 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 Date); (c) no later than 45 days after the receipt end of each fiscal year of Holdings, consolidated projections and a model for the following fiscal year set forth on a quarterly basis in a form (and containing detail) consistent with the projections and model delivered to the Administrative Agent and distributed to the Lenders prior to the Closing Date (the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer of Holdings stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or furnishing thereof, copies of misleading in any material requests or material notices received respect; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any of Subsidiary thereof (or such later date as the Administrative Agent may agree in its Subsidiaries (other than in the ordinary course of business) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together with the delivery of the financial statements required pursuant to Section 6.01(bsole discretion), (i) a description copies of each event, condition notice received from the SEC (or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (iicomparable agency in any applicable non-U.S. jurisdiction) a list of Subsidiaries as of the date of delivery of concerning any investigation or possible investigation or other inquiry by such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; and (d) promptly, such additional information agency regarding the business, legal, financial or corporate affairs other operational results of any Loan Party or any Subsidiary, or compliance Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to any Group Members’ filings with the terms of SEC or information that would violate confidentiality obligations to a Governmental Authority); (e) within five (5) Business Days after the Loan Documents, same are sent (or such later date as the Administrative Agent may agree in its sole discretion), without duplication of any information already provided or otherwise required to be 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 Lender through class of their respective Indebtedness with a principal amount in excess of $5,000,000 or public equity securities and, within five (5) Business Days after the same are filed (or such later date as the Administrative Agent may from time to time reasonably request. Documents agree in its sole discretion), 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 pursuant to Section 6.01 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.pursuant hereto;

Certificates; Reports; Other Information. Promptly deliver Furnish to the Administrative Agent Agent, for further distribution to each Lender:Lender within the time periods set forth below (or such later date as the Administrative Agent may agree in its sole discretion): (a) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties[Reserved]; (b) promptly concurrently with the delivery of any financial statements pursuant to Section 6.1, a Compliance Certificate containing all information and calculations necessary for determining compliance by each Loan Party with the provisions of Section 7.1 of this Agreement referred to therein as of the last day of the month or fiscal year of Teladoc, as the case may be, and (y) 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 registered or other material Intellectual Property issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (y) (or, in the case of the first such report so delivered, since the Closing Date); (c) no later than 30 days after the receipt end of each fiscal year of Teladoc, consolidated projections and a model for the following fiscal year set forth on monthly basis in a form (and containing detail) consistent with the projections and model delivered to the Administrative Agent and distributed to the Lenders prior to the Closing Date, and, as soon as available, significant revisions, if any, of such projections and 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 Teladoc stating that such Projections are based on reasonable estimates, information and assumptions and that such Responsible Officer has no reason to believe that such Projections are incorrect or furnishing thereof, copies of misleading in any material requests or material notices received respect; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any of its Subsidiaries (other than in the ordinary course of business) in respect of any instrumentSubsidiary thereof, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together with the delivery of the financial statements required pursuant to Section 6.01(b), (i) a description copies of each event, condition notice or circumstance during other correspondence received from the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as of the date of delivery of SEC concerning any investigation or possible investigation or other inquiry by such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; and (d) promptly, such additional information agency regarding the business, legal, financial or corporate affairs other operational results of any Loan Party or any SubsidiarySubsidiary thereof (other than routine comment letters from the staff of the SEC relating to any Group Members’ filings with the SEC); (e) within five (5) 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 a Borrower sends to the holders of any class of their respective Indebtedness with a principal amount in excess of $1,000,000 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 any 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) 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) (i) not later than 30 days after the end of each month (reflecting information through the first day of the immediately succeeding month) and concurrently with each Notice of Borrowing (reflecting information as of the immediately preceding Business Day), a Borrowing Base Certificate accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion, and (ii) not later than 30 days after the end of each month (reflecting information through the first day of the immediately succeeding month), (A) accounts receivable agings, aged by invoice date, (B) accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (C) a deferred revenue schedule, if applicable, and (D) reconciliations of accounts receivable agings (aged by invoice date), transactions reports and general ledger; (h) within five (5) 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 Mezzanine 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) promptly such additional financial and other information, including, without limitation, any certification or other evidence confirming the Borrowers’ compliance with the terms of the Loan Documentsthis Agreement, 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 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly deliver Borrower shall furnish or cause to be furnished to the Administrative Agent for further distribution to each Lender: (a) promptly Promptly after sending, filing, or publishing the same are publicly availablesame, copies of all proxy statements, financial statements, and reports that the Borrower sends to its public stockholders and copies of all regular and periodic reports and all registration statements that the Borrower files with the Securities and Exchange Commission and copies of all press releases and other statements made available generally issued by any Loan Party to the public concerning material developments in the business of the Loan PartiesBorrower; (b) promptly Within thirty (30) days after the receipt or furnishing thereof, copies end 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) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess each of the Threshold AmountBorrower’s fiscal years, a copy of the Borrower’s projections for operations for the next fiscal year, such projections to be in form and detail satisfactory to the Lender; (c) together Together with the delivery each of the financial statements set forth in Section 7.01 above, a certificate of the chief financial officer or treasurer of the Borrower stating he has no knowledge that an Event of Default or Potential Default has occurred and is continuing or, if an Event of Default or Potential Default has occurred and is continuing, a statement as to the nature thereof and the action that the Borrower proposes to take with respect thereto, together with a certificate of such officer setting forth calculations certified to be true, complete, and correct showing compliance with the financial tests required pursuant to Section 6.01(b), (i) a description of each event, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b)8.10, (ii) a list of Subsidiaries as of the date of delivery end of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list month; and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; and (d) promptlyPromptly, such additional information regarding the businessfinancial and other information, legalincluding, without limitation, financial or corporate affairs statements of any Loan Party the Borrower or any Subsidiary, or compliance with the terms of the Loan Documents, Affiliate as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required , including, without limitation, such information as is necessary for the Lender to be delivered pursuant sell, assign, or otherwise transfer all or portions of, and participations in, the Lender’s interest in the Term Loan hereunder or to Section 6.01 or Section 6.02 shall be delivered electronically enable other financial institutions to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related theretobecome signatories hereto.

Certificates; Reports; Other Information. Promptly deliver Furnish to the Administrative Agent Agent, for further distribution to each Lender: (a) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties[Reserved]; (b) promptly after the receipt or 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) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together concurrently with the delivery of the any financial statements required pursuant to Section 6.01(b6.1(b) and pursuant to Section 6.1(a), (i) a description Compliance Certificate (x) containing all information and calculations reasonably necessary for determining compliance by the Borrower with the provisions of each event, condition or circumstance during Section 7.1 as of the last day of the Fiscal Quarter requiring of Holdings (it being understood and agreed that delivery of a prepayment under Section 2.03(bcompleted Compliance Certificate substantially in the form of Exhibit B shall satisfy the requirement in this clause (x)) and (y) stating that a Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such Compliance Certificate, and (ii) 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 Subsidiaries as any material Intellectual Property consisting of the date of delivery of such financial statements United States patents, trademarks and/or copyrights (or a confirmation that there is no change in such information applications therefor) issued to or acquired by any Loan Party since the later of the Effective Date or the date of the last such list and most recent report delivered pursuant to this clause (iiiii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV (or, in the case of the Security Agreementfirst such report so delivered, since the Closing Date); (c) [reserved]; (d) within five (5) days after the same are sent, copies of all financial statements and reports that any Guarantor or the Borrower sends to the holders of any class of its debt securities, Indebtedness contemplated by Section 7.2(g) or Section 7.2(t) (in each case, solely to the extent that such Indebtedness has an individual aggregate principal amount in excess of $19,000,000 and 10.0% of LTM Consolidated Adjusted EBITDA), or public equity securities and, within five (5) days after the same are filed, copies of all financial statements and reports that Guarantor or the Borrower may make to, or file with, the SEC; (e) 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, 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 taken as a whole; and (df) promptly, such additional financial and other information regarding the businessoperations, legalbusiness affairs and financial condition of Holdings or any Subsidiary (including, financial or corporate affairs but not limited to, (i) any change in the name and jurisdiction of organization of any Loan Party or Subsidiary and (ii) any Subsidiarychange in the information provided in the Beneficial Ownership Certification that would result in a change to the list of beneficial owners in such certificate), or compliance with the terms of the Loan Documentsthis Agreement, in each case, as the Administrative Agent or any Lender through the Administrative Agent Required Lenders may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly deliver Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) upon delivery of the financial statements referred to in Section 6.01(a), (b), and (c) a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) promptly after the same are publicly available, press releases copies of all annual, regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any Governmental Authority that may be substituted therefor (other statements made available generally by than amendments to any Loan Party registration statement (to the public concerning material developments extent such registration statement, in the business of 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 Loan PartiesAdministrative Agent pursuant hereto; (bc) promptly after the receipt or 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) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount); (cd) together with the delivery of the financial statements required pursuant to Section 6.01(b6.01(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 fiscal quarter covered by such Compliance Certificate requiring a prepayment under Section 2.03(b2.05(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 financial statements Compliance Certificate or a confirmation that there is no change in such information since the later of the Effective Closing Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of such other information required by the Security AgreementCompliance Certificate; and (de) 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 6.01(a), (b), (c), (e) or Section 6.02 shall 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 Borrower posts such documents, or provides a link thereto on the Borrower’s website on the Internet at the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent for further distribution to each Lenderhave access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that 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 AgentAgent 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 electronically provided posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly deliver Furnish (or, in the case of clause (a) below, use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (g) below, to the relevant Lender): (a) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer of Pagaya Parent stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) a Compliance Certificate containing all information and calculations necessary for determining whether the Loan Parties were in compliance with each of the financial covenants contained in Section 7.1 (other than Section 7.1(e)) as of the last day of the applicable Test Period contained therein, (iii) to the extent not previously disclosed to the Administrative Agent in writing, a description of any change in the jurisdiction of organization of any Loan Party and a list of any Intellectual Property that is issued to, applied for further distribution to each Lender: or (ain respect of applications and registrations of such Intellectual Property) promptly after the same are publicly available, press releases and other statements made available generally acquired by any Loan Party Party, in each case, since the date of the most recent report delivered pursuant to the public concerning material developments this clause (iii) (or, in the business case of the Loan Parties; first such report so delivered, since the Closing Date), (iv) a list of all Permitted Risk Retention Facilities and Permitted Secured Financings that have been created, acquired or entered into by any Group Member over the course of the previous fiscal quarter, setting forth in each case, which Group Member owns such financing or facility and the aggregate principal amount of Financing Assets secured in connection with such facility or financing and (v) a list of all new Group Members created or acquired by any Group Member in the previous fiscal quarter, in each case setting forth (1) the direct parent of such new Subsidiary, and (2) whether such new Subsidiary qualifies as an Excluded Subsidiary, Immaterial Subsidiary or SPV Subsidiary; (b) promptly as soon as available, and in any event no later than ninety (90) days (or such later date as may be agreed to by the Administrative Agent (at the direction of the Required Lenders) in its reasonable discretion) after the receipt end of each fiscal year of Pagaya Parent, a detailed consolidated financial projections or furnishing thereofbudget for the following fiscal year approved by the board of directors or management of Pagaya Parent (including a projected consolidated balance sheet of the Borrower as of the end of each fiscal quarter of such fiscal year, copies 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, 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 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 requests or material notices received respect; (c) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any other Group Member or any SPV Subsidiary, thereof, copies of its Subsidiaries each material notice or other material 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, any other Group Member or any SPV Subsidiary (in each case, other than routine comment letters from the staff of the SEC relating to the Borrower’s or any Group Member’s or SPV Subsidiary’s filings with the SEC and any routine examination letters); (d) within five (5) Business Days after the same are filed, copies of all material annual, regular, periodic and special reports and registration statements (other than in the ordinary course of businessregistration statements filed on a confidential basis) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together with the delivery of the financial statements required pursuant to Section 6.01(b), (i) a description of each event, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; and (d) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any 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 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 which Pagaya Parent files with the SEC shall be deemed to satisfy under Section 13 or 15(d) of the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.Exchange

Certificates; Reports; Other Information. Promptly deliver Furnish to the Administrative Agent Agent, for further distribution to each Lender: (a) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties[reserved]; (b) promptly after concurrently with the receipt or furnishing thereof, copies delivery of any financial statements required to be delivered pursuant to Section 6.1, (A) 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 in all material requests respects observed or material notices received 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 that has occurred and is continuing, except as specified in such certificate and (B) a Compliance Certificate (1) containing all information and calculations necessary for determining compliance by each Group Member with the provisions of Sections 7.1(a) and 7.1(b) of this Agreement referred to therein as of the last day of the applicable fiscal quarter or fiscal year of the Borrower, as the case may be, and (2) 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, to the extent required by (and subject to the thresholds set forth in) the Guarantee and Collateral Agreement, a list of any 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 by any Loan Party or any of its Subsidiaries (other than in since the ordinary course of business) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess date of the Threshold Amount; (c) together with the delivery of the financial statements required most recent Compliance Certificate delivered pursuant to this Section 6.01(b), 6.2(b) and (iii) a description of each event, condition or circumstance during the last Fiscal Quarter fiscal quarter or fiscal year covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.03(b2.10(c) (to the extent notice of such event has not been previously furnished to the Administrative Agent); (c) as soon as available, and in any event no later than 75 days after the end of each fiscal year of the Borrower (commencing with the fiscal year of the Borrower beginning on July 1, 2023), a detailed consolidated budget for the following fiscal year (ii) including a list projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each 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, 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 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 estimates and assumptions believed by the Borrower to be reasonable as of the date of delivery of the applicable projections or assumptions and that actual results during the period or periods covered by any such financial statements projections and forecasts may differ from projected or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; andforecasted results); (d) promptly, and in any event within ten (10) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each material notice or other material correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation or possible material investigation or other material inquiry by such additional information agency regarding the business, legal, financial or corporate affairs other operational results of any Loan Party or any SubsidiarySubsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC or other routine or ordinary course notices or correspondence) 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 debt securities having an aggregate principal amount in excess of $20,000,000 or public equity securities and, within five 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 (5) 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 regarding any non-compliance with or any failure to maintain any Governmental Approvals or Requirements of Law applicable to any Loan Party or Enterasys, 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), a summary of insurance coverage by the Borrower or a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.5 and the terms of the Loan DocumentsGuarantee and Collateral Agreement; (h) [reserved]; (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. Documents required to be delivered pursuant to Section 6.01 or Section 6.02 shall be delivered electronically to ; and (j) promptly following any request therefor, information and documentation reasonably requested in writing by the Administrative Agent or any Lender for further distribution to each Lender; provided that upon written request by purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including the Administrative Agent, Borrower shall deliver paper copies of such documents to Patriot Act and the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related theretoBeneficial Ownership Regulation.

Certificates; Reports; Other Information. Promptly deliver Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) upon delivery of the financial statements referred to in Section 6.01(a) and (b) (other than the consolidated financial statements in respect of the fiscal quarter ending June 30, 2010 and in respect of the fourth fiscal quarter of each Fiscal Year) a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties; (b) promptly after the receipt or furnishing thereof, copies of all annual, regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any material requests or material notices received by any Loan Party or any of its Subsidiaries Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the ordinary course of businessform it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in respect of any instrument, indenture, loan or credit or similar agreement relating case not otherwise required to Indebtedness in excess of be delivered to the Threshold AmountAdministrative Agent pursuant hereto; (c) together with the delivery of the financial statements required pursuant to Section 6.01(b6.01(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 fiscal quarter covered by such Compliance Certificate requiring a prepayment under Section 2.03(b2.04(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements Compliance Certificate or a confirmation that there is no change in such information since the later of the Effective Closing Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of such other information required by the Security AgreementCompliance Certificate; and (d) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any 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 6.01(a), (b), or Section 6.02 shall (d) 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 the website address listed on Schedule 11.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent for further distribution to each Lenderhave access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that 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 AgentAgent 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 electronically provided posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly deliver to the Administrative Agent for further distribution to each Lender: (a) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties; (b) promptly after the receipt or 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) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together with the delivery of the financial statements required pursuant to Section 6.01(b), (i) a description of each event, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; and; (d) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any 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; and (e) true and complete copies of other material documents delivered or received by Parent or any other Loan Party pursuant to the terms of the Big Village Purchase Documents. Documents required to be delivered pursuant to Section 6.01 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, ParentXxxxxx’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX XXXXX system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly deliver Furnish (or, in the case of clause (a) below, use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (g) below, to the relevant Lender): (a) concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer of Pagaya Parent stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) a Compliance Certificate containing all information and calculations necessary for determining whether the Loan Parties were in compliance with each of the financial covenants contained in Section 7.1 (other than Section 7.1(e)) as of the last day of the applicable Test Period contained therein, (iii) to the extent not previously disclosed to the Administrative Agent in writing, a description of any change in the jurisdiction of organization of any Loan Party and a list of any Intellectual Property that is issued to, applied for further distribution to each Lender: or (ain respect of applications and registrations of such Intellectual Property) promptly after the same are publicly available, press releases and other statements made available generally acquired by any Loan Party Party, in each case, since the date of the most recent report delivered pursuant to the public concerning material developments this clause (iii) (or, in the business case of the Loan Parties; first such report so delivered, since the Closing Date), (iv) a list of all Permitted Risk Retention Facilities and Permitted Secured Financings that have been created, acquired or entered into by any Group Member over the course of the previous fiscal quarter, setting forth in each case, which Group Member owns such financing or facility and the aggregate principal amount of Financing Assets secured in connection with such facility or financing and (v) a list of all new Group Members created or acquired by any Group Member in the previous fiscal quarter, in each case setting forth (1) the direct parent of such new Subsidiary, and (2) whether such new Subsidiary qualifies as an Excluded Subsidiary, Immaterial Subsidiary or SPV Subsidiary; (b) promptly as soon as available, and in any event no later than ninety (90) days (or such later date as may be agreed to by the Administrative Agent (at the direction of the Required Lenders) in its reasonable discretion) after the receipt end of each fiscal year of Pagaya Parent, a detailed consolidated financial projections or furnishing thereofbudget for the following fiscal year approved by the board of directors or management of Pagaya Parent (including a projected consolidated balance sheet of the Borrower as of the end of each fiscal quarter of such fiscal year, copies 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, 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 112 #97570842v91 Projections 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 requests or material notices received respect; (c) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any other Group Member or any SPV Subsidiary, thereof, copies of its Subsidiaries each material notice or other material 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, any other Group Member or any SPV Subsidiary (in each case, other than routine comment letters from the staff of the SEC relating to the Borrower’s or any Group Member’s or SPV Subsidiary’s filings with the SEC and any routine examination letters); (d) within five (5) Business Days after the same are filed, copies of all material annual, regular, periodic and special reports and registration statements (other than in registration statements filed on a confidential basis) which Pagaya Parent files with the ordinary course of businessSEC under Section 13 or 15(d) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (ce) together with upon reasonable request by the delivery Administrative Agent (at the direction of the financial statements required pursuant to Section 6.01(bRequired Lenders), within five (i5) Business Days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority that would reasonably be expected to have a description Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (f) within three (3) Business Days after the end of each eventLiquidity Computation Period, condition or circumstance during a Liquidity Certificate demonstrating compliance with Section 7.1(e) for the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list immediately preceding Liquidity Computation Period; and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; and (dg) promptly, such additional financial and other information regarding the business, legal, financial or corporate affairs of any Loan Party or any 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 requestrequest with respect to Pagaya Parent and its Subsidiaries. Documents Pagaya Parent shall not be required to provide information or documentation pursuant to Sections 6.2(c), (e) or (g), in each case, (i) the disclosure of which would, or would reasonably be expected to, breach any confidentiality obligations binding on a Group Member (provided that such confidentiality obligations were not entered into in contemplation of hindering, conditioning or prohibiting distribution of such information pursuant to this Agreement), (ii) that is subject to attorney, client or similar privilege or constitutes attorney work-product, (iii) constitutes trade secrets or other sensitive information or (iv) in respect of which disclosure to the Administrative Agent or any Lender (or any of their respective representatives) is prohibited by any applicable Requirement of Law. Additionally, documents required to be delivered pursuant to this Section 6.01 or Section 6.02 shall 6.2 may be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agentand if so, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 have been delivered on the date on which Pagaya Parent posts such report is first available via documents, or provides a link thereto, either: (i) on Pagaya Parent’s website on the SECInternet; or (ii) when such documents are posted electronically on Pagaya Parent’s EXXXX system behalf on an internet or intranet website to which each Lender and the Administrative Agent have access (whether a successor system related thereto.commercial, third-party website or whether sponsored by the Administrative Agent including the XXXXX filing system), if any, and the Borrower shall notify (which may be by electronic mail) the Administrative Agent of the posting of any such documents. 113 #97570842v91

Certificates; Reports; Other Information. Promptly deliver Furnish (or, in the case of clause (a), use best efforts to the Administrative Agent for further distribution furnish) to each Lender: (a) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties; (b) promptly after the receipt or 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) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together 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 6.01(b)6.1, (i) a description certificate of each eventa Responsible Officer stating that, condition to the best of such Responsible Officer’s knowledge, such Responsible Officer has obtained no knowledge of any no Default or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b)Event of Default has occurred, except as specified in such certificate and, which shall describe any corrective action taken or proposed to be taken with respect thereto, (ii) (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 by each Group Member with the provisions of Section 7.1 and setting forth the Consolidated Domestic EBITDA calculations, in each case, as of the last day of the fiscal quarter or fiscal year of the Borrower Parent, and (y) to the extent not previously disclosed to Lender, (A) a description of any change in the name, jurisdiction of organization of any Loan Party, identity, corporate structure, or Federal Taxpayer Identification Number of any Loan Party, and the Borrowers agree not to effect or permit any change referred to in this clause (A) unless all filings have been made under the UCC or otherwise that are required in order for the Lender to continue at all times following such change to have a valid, legal, and perfected, first-priority security interest in all of the Collateral, and a list of any registered Intellectual Property, and rights related thereto, issued to or acquired by any Loan Party and, (B) a list of Subsidiaries created or acquired, in each case since the date of the most recent report delivered pursuant to this clause (y) (or, in the case of the first such report so delivered, since the Closing Date) , and (C) if any material portion of the Collateral is damaged or destroyed, or if the value of the Collateral is impaired in an amount in excess of $250,000, prompt notice to the Lender of such damage, destruction, or impairment, and (iii) a certificate of a Responsible Officer certifying that, except as expressly set forth therein, the representations and warranties in Article IV are true and correct in all material respects on and as of the date of delivery the certificate to the same extent as though made on and as of that date (or, to the extent such representations and warranties specifically relate to an earlier date, certifying that such representations and warranties were true and correct in all material respects on and as of such financial statements or earlier date); provided that, if a confirmation that there representation and warranty is qualified as to materiality, for purposes of such certification, the applicable materiality qualifier set forth above shall be disregarded with respect to such representation and warranty; (c) as soon as available, and in any event no change in such information since later than 30 days prior to the later end of each fiscal year of the Effective Date or Borrower Parent, a detailed consolidated and consolidating budget for the date following fiscal year (including a projected consolidated balance sheet of the last such list Borrower Parent and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV its Subsidiaries as of the Security Agreement; andend of each 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) (collectively, the “Projections”); (d) promptly, and in any event within five 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 additional information agency regarding the business, legal, financial or corporate affairs other operational results of any Loan Party or any SubsidiarySubsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower Parent’s filings with the SEC); (e) within five 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 Borrowers’ debt securities or public equity securities and, within five 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 compliance with any national securities exchange, and not otherwise required to be delivered to Lender pursuant hereto; (f) promptly after the terms of receipt thereof by the Loan Documents, as the Administrative Agent Borrowers or any of their Subsidiaries, a copy of any “management letter” received by any such Person from its certified public accountants and the management’s response thereto; (g) promptly after the request by Lender, all documentation and other information that Lender through reasonably requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Administrative Agent Patriot Act; and (h) (f) promptly, such additional financial and other information as Lender may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly deliver Furnish to the Administrative Agent Agent, for further distribution to each Lender: (a) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties[reserved]; (b) promptly after concurrently with the receipt or furnishing thereof, copies delivery of any financial statements required to be delivered pursuant to Section 6.1, (A) 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 in all material requests respects observed or material notices received 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 that has occurred and is continuing, except as specified in such certificate and (B) a Compliance Certificate (1) containing all information and calculations necessary for determining compliance by each Group Member with the provisions of Sections 7.1(a) and, 7.1(b) and 7.1(c) of this Agreement referred to therein as of the last day of the applicable fiscal quarter or fiscal year of the Borrower, as the case may be, and (2) 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, to the extent required by (and subject to the thresholds set forth in) the Guarantee and Collateral Agreement, a list of any 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 by any Loan Party or any of its Subsidiaries (other than in since the ordinary course of business) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess date of the Threshold Amount; (c) together with the delivery of the financial statements required most recent Compliance Certificate delivered pursuant to this Section 6.01(b), 6.2(b) and (iii) a description of each event, condition or circumstance during the last Fiscal Quarter fiscal quarter or fiscal year covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.03(b2.10(c) (to the extent notice of such event has not been previously furnished to the Administrative Agent); (c) as soon as available, and in any event no later than 75 days after the end of each fiscal year of the Borrower (commencing with the fiscal year of the Borrower beginning on July 1, 2023), a detailed consolidated budget for the following fiscal year (ii) including a list projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each 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, 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 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 estimates and assumptions believed by the Borrower to be reasonable as of the date of delivery of the applicable projections or assumptions and that actual results during the period or periods covered by any such financial statements projections and forecasts may differ from projected or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; andforecasted results); (d) promptly, and in any event within ten (10) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each material notice or other material correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any material investigation or possible material investigation or other material inquiry by such additional information agency regarding the business, legal, financial or corporate affairs other operational results of any Loan Party or any SubsidiarySubsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC or other routine or ordinary course notices or correspondence) 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 debt securities having an aggregate principal amount in excess of $20,000,000 or public equity securities and, within five 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 (5) 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 regarding any non-compliance with or any failure to maintain any Governmental Approvals or Requirements of Law applicable to any Loan Party or Enterasys, 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), a summary of insurance coverage by the Borrower or a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.5 and the terms of the Loan DocumentsGuarantee and Collateral Agreement; (h) [reserved]; (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. Documents required to be delivered pursuant to Section 6.01 or Section 6.02 shall be delivered electronically to ; and (j) promptly following any request therefor, information and documentation reasonably requested in writing by the Administrative Agent or any Lender for further distribution to each Lender; provided that upon written request by purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including the Administrative Agent, Borrower shall deliver paper copies of such documents to Patriot Act and the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related theretoBeneficial Ownership Regulation.

Certificates; Reports; Other Information. Promptly deliver to the Administrative Agent for further distribution to each Lender: (a) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties; (b) promptly after the receipt or 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) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together with the delivery of the financial statements required pursuant of the Borrower referred to in Section 6.01(b5.01(a) and 5.01(b), a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower, accompanied by (i) a description of each event, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements Compliance Certificate or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and Compliance Certificate delivered under this Agreement, (iiiii) a report supplementing Schedules 5.07(beither (1) and 5.17 and Schedules I and IV identifying any changes in the legal name of the Security Agreement; and (d) promptly, such additional information regarding the business, legal, financial any Loan Party identity or type of organization or corporate affairs structure of any Loan Party, jurisdiction of organization of any Loan Party, jurisdiction in which any Loan Party’s chief executive office is located and Federal Taxpayer Identification Number or organizational identification number of any Loan Party or (2) confirming that there has been no change in such information since the Effective Date or the date of the last Compliance Certificate delivered under this Agreement; (b) after the same are publicly available, copies of all annual, regular, periodic and special reports, proxy statements and registration statements which the Borrower or any Subsidiaryof its Subsidiaries files with the SEC or with any successor Governmental Authority or with any national securities exchange, or distributed by the Borrower or any of its Subsidiaries, and in any case not otherwise required to be delivered to the Administrative Agent pursuant hereto; (c) upon the reasonable request of the Administrative Agent following delivery of the information required pursuant Section 5.02(a), participate in a conference call for Lenders to discuss the financial condition and results of operations of the Borrower and its Subsidiaries for the most recently-ended period for which financial statements have been delivered; (d) together with delivery of the financial statements of the Borrower referred to in Section 5.01(a), the Borrower shall deliver to the Administrative Agent the information required pursuant to the Perfection Certificate, or confirm that there has been no change in such information since the most recent certificate delivered pursuant to Section 3.03(c) of the Collateral Agreement. (e) promptly following any request therefor, such other information regarding the operations, business affairs and financial condition of the Borrower or any of its Subsidiaries, or compliance with the terms of the any Loan DocumentsDocument, as the Administrative Agent on its own behalf or on behalf of any Lender through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related theretowriting.

Certificates; Reports; Other Information. Promptly deliver Furnish to the Administrative Agent Agent, for further distribution to each Lender: (a) promptly after concurrently with the same are publicly availabledelivery of any financial statements pursuant to Section 6.1, press releases and other with respect to the last day of the applicable fiscal quarter or year to which such financial statements made available generally 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 any each Subsidiary of the Borrower that is not a Loan Party to the public concerning material developments in the business as of the Loan Partiessuch date; (b) promptly after concurrently with the receipt or furnishing thereof, copies delivery of any material requests financial statements pursuant to Section 6.1, a Compliance Certificate (i) containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable fiscal quarter or material notices received fiscal year of the Borrower, as the case may be, (ii) containing a certification by 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, (iii) containing a certification from a Responsible Officer of the Borrower with respect to the items described in clause (xi) of the definition of “Consolidated EBITDA” and (iii) to the extent not previously disclosed to the Administrative Agent, containing, (A) as applicable, a description of any change in the jurisdiction of organization of any Loan Party and a list of any 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 by any Loan Party or any of its Subsidiaries (other than in since the ordinary course of business) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess date of the Threshold Amount; (c) together with the delivery of the financial statements required most recent Compliance Certificate delivered pursuant to this Section 6.01(b), 6.2(b)(B) and (iB) a description of each event, condition or circumstance during the last Fiscal Quarter fiscal quarter or fiscal year covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.03(b2.10(c) or (e) (to the extent notice of such event has not been previously furnished to the Administrative Agent); (c) as soon as available, and in any event no later than 75 days after the end of each fiscal year of the Borrower (commencing with the fiscal year of the Borrower beginning on October 1, 2021), a detailed consolidated budget for the following fiscal year (ii) including a list projected consolidated balance sheet of Subsidiaries the Borrower and its Subsidiaries, the related consolidated statements of projected cash flow, projected changes in financial position and projected income as of the end of each fiscal quarter and a description of the underlying assumptions applicable thereto), and, as soon as available, 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 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 estimates and assumptions believed by the Borrower to be reasonable as of the date of delivery of the applicable projections or assumptions and that actual results during the period or periods covered by any such financial statements projections and forecasts may differ from projected or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; andforecasted results); (d) promptly, such additional information regarding the business, legal, financial or corporate affairs and in any event within ten Business Days after receipt thereof by a Responsible Officer of any Loan Party or any SubsidiarySubsidiary thereof, copies of each notice or compliance 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 terms of the Loan DocumentsSEC) if, 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 or Section 6.02 shall be delivered electronically and only to the Administrative Agent for further distribution to each Lender; provided extent that upon written request by the Administrative Agent, Borrower shall deliver paper copies such Loan Party or Subsidiary may provide such information in accordance with any applicable Requirements 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.Law;

Certificates; Reports; Other Information. Promptly deliver Furnish (or, in the case of clause (a) below, use commercially reasonable efforts to furnish) to the Administrative Agent Agent, for further distribution to each Lender (or, in the case of clause (f) below, to the relevant Lender: ): (a) promptly after concurrently with the same are publicly availabledelivery of any financial statements pursuant to Section 6.1, press releases (i) a certificate of a Responsible Officer of the Borrower stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) a Compliance Certificate containing all information and other statements made available generally calculations necessary for determining whether the Loan Parties were in compliance with Section 7.1 as of the last day of the applicable fiscal period of the Borrower, (iii) to the extent not previously disclosed to the Administrative ny-2616960 90 Agent, a description of any change in the jurisdiction of organization of any Loan Party and a list of any Intellectual Property issued to, applied for or (in respect of applications and registrations of Intellectual Property) acquired by any Loan Party party, in each case, 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), (iv) updated insurance certificates with respect to any policy that has been renewed to the public concerning material developments extent that such certificates have not been previously delivered to the Administrative Agent, (v) a list of all Permitted Risk Retention Facilities and Permitted Secured Financings that have been created, acquired or entered into by any Group Member over the course of the previous fiscal quarter, setting forth in each case, which Group Member owns such financing or facility and the aggregate principal amount of Financing Assets secured in connection with such facility or financing and (vi) a list of all new Group Members created or acquired by any Group Member in the business previous fiscal quarter, in each case setting forth (1) the direct parent of the Loan Parties; such new Subsidiary, and (2) whether such new Subsidiary qualifies as an Excluded Subsidiary, Immaterial Subsidiary or SPV Subsidiary; (b) promptly as soon as available, and in any event no later than ninety (90) days (or such later date as may be agreed to by the Administrative Agent in its reasonable discretion) after the receipt end of each fiscal year of the Borrower, a detailed consolidated financial projections or furnishing thereofbudget for the following fiscal year approved by the board of directors or management of the Borrower (including a projected consolidated balance sheet of the Borrower as of the end of each fiscal quarter of such fiscal year, copies 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, 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 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 requests or material notices received respect; (c) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any other Group Member or any SPV Subsidiary, thereof, copies of its Subsidiaries each material notice or other material 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, any other Group Member or any SPV Subsidiary (in each case, other than routine comment letters from the staff of the SEC relating to the Borrower’s or any Group Member’s or SPV Subsidiary’s filings with the SEC and any routine examination letters); (d) 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 any Group Member’s 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 (other than in registration statements filed on a confidential basis) which the ordinary course of businessBorrower may file with the SEC under Section 13 or 15(d) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together with the delivery of the financial statements required pursuant to Section 6.01(b), (i) a description of each event, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; and (d) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any SubsidiaryExchange Act, or compliance with the terms of the Loan Documentsany national securities exchange, as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents and not otherwise required to be delivered pursuant to Section 6.01 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lenderpursuant hereto; provided that (e) upon written reasonable request by the Administrative Agent, Borrower shall deliver paper within five (5) days after the same are sent or received, copies of such 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 Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent. Each Lender shall be solely responsible for timely accessing electronically provided documents Governmental Approvals or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 otherwise on the date on which such report is first available via operations of the SEC’s EXXXX system or a successor system related thereto.Group Members; and

Certificates; Reports; Other Information. Promptly deliver Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent Agent, for further distribution to each Lender (or, in the case of clause (k), to the relevant Lender:): (a) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties[reserved]; (b) promptly concurrently with the delivery of any financial statements pursuant to Section 6.1, (i) a certificate of a Responsible Officer of Holdings 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, (ii) in the case of financial statements delivered pursuant to Section 6.1(b), (x) a Compliance Certificate containing all information and calculations necessary for determining compliance by each Loan Party with the provisions of this Agreement referred to therein as of the last day of the applicable fiscal period of Holdings, and (y) to the extent not previously disclosed to the Administrative Agent, a description of any change in the jurisdiction of organization of any Loan Party since the date of the most recent report delivered pursuant to this clause (y) (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), 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; (c) as soon as available, and in any event no later than sixty (60) days after the receipt end of each fiscal year of Holdings, a detailed consolidated budget for the following fiscal year approved by the board of directors or furnishing thereofmanagement of Holdings (including a projected consolidated balance sheet of Holdings and its Subsidiaries as of the end of each fiscal quarter of such fiscal year, copies 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, 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 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 requests or material notices received respect; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any of its Subsidiaries (other than in the ordinary course of business) in respect of any instrumentSubsidiary thereof, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together with the delivery of the financial statements required pursuant to Section 6.01(b), (i) a description copies of each event, condition notice or circumstance during other correspondence received from the last Fiscal Quarter requiring a prepayment under Section 2.03(b), SEC (iior comparable agency in any applicable non-U.S. jurisdiction) a list of Subsidiaries as of the date of delivery of concerning any investigation or possible investigation or other inquiry by such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; and (d) promptly, such additional information agency regarding the business, legal, financial or corporate affairs other operational results of any Loan Party or any SubsidiarySubsidiary thereof (other than routine comment letters from the staff of the SEC relating to Holdings’ filings with the SEC); (e) within five (5) Business 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 any Group Member’s debt securities 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 (other than registration statements filed on a confidential basis) 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 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 the terms 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 Loan DocumentsGovernmental Approvals or otherwise on the operations of the Group Members; (g) not later than thirty (30) days after the end of each month, (i) a Borrowing Base Certificate accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion, (ii) accounts receivable agings, aged by invoice date, (iii) accounts payable agings, aged by invoice date and outstanding or held check registers, (iv) SaaS and recurring revenue metrics reports, and (v) deferred revenue schedule; (h) [reserved]; (i) [reserved]; (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. Documents required request with respect to be delivered pursuant to Section 6.01 or Section 6.02 shall be delivered electronically to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent Holdings and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related theretoSubsidiaries.

Certificates; Reports; Other Information. Promptly deliver Furnish or cause to be furnished to the Administrative Agent for further distribution to each Lender: (a1) promptly Within forty-five (45) days after the same are publicly availablelast day of each calendar month a collateral report, press releases a commitment report, a Hedging Report and a pipeline management report, all for said calendar month and each in a form approved by Lender and containing such other statements made available generally information as may be reasonably requested by any Loan Party to the public concerning material developments in the business of the Loan PartiesLender; (b2) promptly after the receipt or 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) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amount; (c) together with the delivery of the financial statements required pursuant to Section 6.01(b), (i) a description of each event, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; and (d) promptlyPromptly, such additional financial and other information, including, without limitation, financial statements of either Company or of Guarantor or any Approved Investor and information regarding the business, legal, financial or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan Documents, Collateral as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required ; (3) Promptly, and in any event within five (5) business days after received or sent by either Company, (i) true and complete copies of all audits, reports, studies and similar documentation prepared by, or on behalf of FHA, VA or the Department of Housing and Urban Development or similar agency relating to be delivered pursuant either Company's operations, servicing or lending practices or which have been done in connection with a review, extension or conditioning of any licenses and approvals issued to Section 6.01 either Company by FHA or Section 6.02 VA; and (ii) copies of all correspondence between any of the foregoing departments and agencies and either Company related to any such audits, reports, studies and similar documents; and (4) Promptly, copies of any and all forms, reports, supplements or other documents of any kind filed by either Company with the Securities and Exchange Commission. (5) With respect to each Eligible Delinquent Mortgage Loan included in the Borrowing Base during the period beginning October 1, 1997 through and including December 29, 1997, (i) monthly delinquency and progress reports for such Eligible Delinquent Mortgage Loan in form and content acceptable to the Lender; and (ii) in the event that an Eligible Delinquent Mortgage Loan becomes more than ninety (90) days past due, a "drive-by" appraisal of the Property which is the subject of such Eligible Delinquent Mortgage Loan, which appraisal shall be delivered electronically acceptable to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agent, 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. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining in its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related theretosole discretion.

Certificates; Reports; Other Information. Promptly deliver Deliver to the Administrative Agent for prompt further distribution to each Lender: (a) upon delivery of the financial statements referred to in Section 6.01(a) and (b) (other than the consolidated financial statements in respect of the fiscal quarter ending June 30, 2010 and in respect of the fourth fiscal quarter of each Fiscal Year) a duly completed Compliance Certificate signed by a Responsible Officer of the Borrower; (b) promptly after the same are publicly available, press releases and other statements made available generally by any Loan Party to the public concerning material developments in the business of the Loan Parties; (b) promptly after the receipt or furnishing thereof, copies of all annual, regular, periodic and special reports and registration statements which the Borrower files with the SEC or with any material requests or material notices received by any Loan Party or any of its Subsidiaries Governmental Authority that may be substituted therefor (other than amendments to any registration statement (to the extent such registration statement, in the ordinary course of businessform it became effective, is delivered), exhibits to any registration statement and, if applicable, any registration statement on Form S-8) and in respect of any instrument, indenture, loan or credit or similar agreement relating case not otherwise required to Indebtedness in excess of be delivered to the Threshold AmountAdministrative Agent pursuant hereto; (c) together with the delivery of the financial statements required pursuant to Section 6.01(b6.01(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 fiscal quarter covered by such Compliance Certificate requiring a prepayment under Section 2.03(b2.04(b), (ii) a list of Subsidiaries as of the date of delivery of such financial statements Compliance Certificate or a confirmation that there is no change in such information since the later of the Effective Closing Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of such other information required by the Security AgreementCompliance Certificate; and (d) promptly, such additional information regarding the business, legal, financial or corporate affairs of any Loan Party or any 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 6.01(a), (b), or Section 6.02 shall (d) 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 the website address listed on Schedule 12.02; or (ii) on which such documents are posted on the Borrower’s behalf on IntraLinks/IntraAgency or another relevant website, if any, to which each Lender and the Administrative Agent for further distribution to each Lenderhave access (whether a commercial, third-party website or whether sponsored by the Administrative Agent); provided that 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 AgentAgent 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 electronically provided posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly deliver Furnish to the Administrative Agent Agent, for further distribution to each Lender: (a) promptly after concurrently with the same are publicly availabledelivery of any financial statements pursuant to Section 6.1, press releases and other with respect to the last day of the applicable fiscal quarter or year to which such financial statements made available generally 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 any each Subsidiary of the Borrower that is not a Loan Party to the public concerning material developments in the business as of the Loan Partiessuch date; (b) promptly after concurrently with the receipt or furnishing thereof, copies delivery of any material requests financial statements pursuant to Section 6.1, a Compliance Certificate (i) containing all information and calculations necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the applicable fiscal quarter or material notices received fiscal year of the Borrower, as the case may be, (ii) containing a certification by 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, (iii) containing a certification from a Responsible Officer of the Borrower with respect to the items described in clause (xi) of the definition of “Consolidated EBITDA” and (iii) to the extent not previously disclosed to the Administrative Agent, containing, (A) as applicable, a description of any change in the jurisdiction of organization of any Loan Party and a list of any 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 by any Loan Party or any of its Subsidiaries (other than in since the ordinary course of business) in respect of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess date of the Threshold Amount; (c) together with the delivery of the financial statements required most recent Compliance Certificate delivered pursuant to this Section 6.01(b), 6.2(b)(B) and (iB) a description of each event, condition or circumstance during the last Fiscal Quarter fiscal quarter or fiscal year covered by such Compliance Certificate requiring a mandatory prepayment under Section 2.03(b2.10(c) or (e) (to the extent notice of such event has not been previously furnished to the Administrative Agent); (c) as soon as available, and in any event no later than 75 days after the end of each fiscal year of the Borrower (commencing with the fiscal year of the Borrower beginning on October 1, 2021), a detailed consolidated budget for the following fiscal year (ii) including a list projected consolidated balance sheet of Subsidiaries the Borrower and its Subsidiaries, the related consolidated statements of projected cash flow, projected changes in financial position and projected income as of the end of each fiscal quarter and a description of the underlying assumptions applicable thereto), and, as soon as available, 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 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 estimates and assumptions believed by the Borrower to be reasonable as of the date of delivery of the applicable projections or assumptions and that actual results during the period or periods covered by any such financial statements projections and forecasts may differ from projected or a confirmation that there is no change in such information since the later of the Effective Date or the date of the last such list and (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; andforecasted results); (d) promptly, such additional information regarding the business, legal, financial or corporate affairs and in any event within ten Business Days after receipt thereof by a Responsible Officer of any Loan Party or any SubsidiarySubsidiary 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 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 debt securities having an aggregate principal amount in excess of $5,000,000 or public equity securities and, within five 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 (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), updated insurance certificates with respect to the insurance coverage required to be maintained pursuant to Section 6.5 and the terms of the Loan DocumentsGuarantee 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 through the Administrative Agent may from time to time reasonably request. Documents required to be delivered pursuant to Section 6.01 or Section 6.02 shall be delivered electronically to ; and (i) promptly following any request therefor, information and documentation reasonably requested in writing by the Administrative Agent or any Lender for further distribution to each Lender; provided that upon written request by purposes of compliance with applicable “know your customer” and anti-money-laundering rules and regulations, including the Administrative Agent, Borrower shall deliver paper copies of such documents to Patriot Act and the Administrative Agent for further distribution to each Lender until a written request to cease delivering paper copies is given by the Administrative Agent. Each Lender shall be solely responsible for timely accessing electronically provided documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, Parent’s filing of notice of any event described in Section 6.02 with the SEC shall be deemed to satisfy the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s EXXXX system or a successor system related theretoBeneficial Ownership Regulation.