Common use of Certificates and Other Information Clause in Contracts

Certificates and Other Information. Deliver to the Administrative Agent, which shall furnish each Lender: (a) concurrently with the delivery of the financial statements referred to in Sections 5.01(a) and (b) a duly completed Compliance Certificate signed by a Responsible Officer of Intermediate Holdings; (b) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Intermediate Holdings by independent accountants in connection with the accounts or books of Intermediate Holdings, or any audit of any of them; (c) promptly after the furnishing thereof, copies of any notice of default furnished to any holder of debt securities of Intermediate Holdings or the Borrower pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to this Agreement; (d) promptly after request therefor, such additional information regarding the business, financial or corporate affairs of Intermediate Holdings, the Borrower and the Subsidiaries, or compliance by the Loan Parties with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request; and (e) as part of the compliance certificate delivered pursuant to clause (a) above, each in form and substance reasonably satisfactory to the Administrative Agent, (i) a report supplementing Schedules 3.13(a) and 3.13(b) containing a description of all changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete and (ii) a certification that complete and correct copies of all documents modifying any term of any Organizational Document of Intermediate Holdings or the Borrower on or prior to the date of delivery of such compliance certificate have been delivered to the Administrative Agent or are attached to such certificate. The Borrower and Intermediate Holdings will, within ten (10) days after receipt of financial statements which have been delivered pursuant to Section 5.01(a), participate in a meeting with the Administrative Agent and Lenders to discuss Intermediate Holdings’ results of operations and allow the Administrative Agent and Lenders to ask questions with respect thereto. Such meetings are to be held at Intermediate Holdings’ corporate offices or by teleconference (or at such other location as may be reasonably agreed to by Intermediate Holdings and the Administrative Agent).

Certificates and Other Information. Deliver to Administrative Agent and Lenders, or, in the Administrative Agentcase of clause (g) below, which shall furnish each to the relevant Lender: (a) concurrently with the delivery of the financial statements referred to in Sections 5.01(a) and (b) Section 5.1(a), a duly completed Compliance Certificate signed by a Responsible Officer certificate of Intermediate Holdingsthe independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) promptly after any request by concurrently with the Administrative Agent or any Lender, copies delivery of any detailed audit reportsfinancial statements pursuant to Section 5.1, management letters (i) a certificate of an Authorized Officer stating that, to the best of each such Authorized Officer’s knowledge, each Loan Party during such period has observed or recommendations submitted 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 Authorized Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) a certificate of an Authorized Officer listing (x) each Subsidiary (including any Subsidiary of an Unrestricted Subsidiary) that has been designated by the board of directors (or the audit committee of the board of directors) of Intermediate Holdings by independent accountants in connection with the accounts or books of Intermediate HoldingsBorrower as an Unrestricted Subsidiary, or any audit has otherwise become an Unrestricted Subsidiary, during the period prior to delivery of such certificate and subsequent to the delivery of any such earlier certificate and (y) each Unrestricted Subsidiary that has ceased to be an Unrestricted Subsidiary during such period and listing the amount of themall Indebtedness of, and all Investments in, such Subsidiary as at the date such Subsidiary ceased to be an Unrestricted Subsidiary and (iii) a duly executed and completed Compliance Certificate; (c) promptly as soon as available, and in any event no later than 45 days after the furnishing thereofend of each Fiscal Year, copies a detailed consolidated budget for the following Fiscal Year (including a projected consolidated balance sheet of Borrower and its Restricted Subsidiaries as of the end of the following Fiscal Year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), 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 an Authorized Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Authorized Officer has no reason to believe that such Projections are incorrect or misleading in any notice of default furnished to any holder of debt securities of Intermediate Holdings or the Borrower pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to this Agreementmaterial respect; (d) promptly within 45 days after request thereforthe end of each of the first three Fiscal Quarters, and within 90 days after the end of each Fiscal Year, a narrative discussion and analysis of the financial condition and results of operations of Borrower and its Restricted Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, or for such Fiscal Year, as applicable, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous Fiscal Year; (e) no later than two Business Days (or such shorter period as reasonably agreed to by Administrative Agent) prior to the effectiveness thereof, copies of substantially final drafts of any proposed agreement, amendment, supplement, waiver or other modification, as applicable, with respect to documents relating to any Permitted Subordinated Indebtedness, any Permitted Subordinated Refinancing or any Permitted Senior Refinancing or the Senior Notes; (f) within five days after the same are sent, copies of all financial statements and reports that Borrower sends to the holders of any class of its debt securities or public equity securities and, and within five days after the same are filed, copies of all financial statements and reports that Borrower may make to, or file with, the SEC; and (g) promptly, such additional information regarding the business, financial or corporate affairs of Intermediate Holdings, the Borrower and the Subsidiaries, or compliance by the Loan Parties with the terms of the Loan Documents, other information as the Administrative Agent or any Lender may from time to time reasonably request; and (e) as part request from Borrower or any of the compliance certificate delivered pursuant to clause (a) above, each in form and substance reasonably satisfactory to the Administrative Agent, (i) a report supplementing Schedules 3.13(a) and 3.13(b) containing a description of all changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete and (ii) a certification that complete and correct copies of all documents modifying any term of any Organizational Document of Intermediate Holdings or the Borrower on or prior to the date of delivery of such compliance certificate have been delivered to the Administrative Agent or are attached to such certificate. The Borrower and Intermediate Holdings will, within ten (10) days after receipt of financial statements which have been delivered pursuant to Section 5.01(a), participate in a meeting with the Administrative Agent and Lenders to discuss Intermediate Holdings’ results of operations and allow the Administrative Agent and Lenders to ask questions with respect thereto. Such meetings are to be held at Intermediate Holdings’ corporate offices or by teleconference (or at such other location as may be reasonably agreed to by Intermediate Holdings and the Administrative Agent)its Restricted Subsidiaries.

Certificates and Other Information. Deliver to the Administrative Agent, which shall furnish each Lender: (a) concurrently with the delivery of the financial statements referred to in Sections 5.01(a) and (b) a duly completed Compliance Certificate signed by a Responsible Officer of Intermediate HoldingsHoldings (or, after the Amendment No. 3 Effective Date, the Borrower); (b) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Intermediate Holdings by independent accountants in connection with the accounts or books of Intermediate HoldingsHoldings (or, after the Amendment No. 3 Effective Date, the Borrower, as applicable), or any audit of any of them; (c) promptly after the furnishing thereof, copies of any notice of default furnished to any holder of debt securities of Intermediate Holdings or the Borrower (or, prior to the Amendment No. 3 Effective Date, Intermediate Holdings) pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to this Agreement; (d) promptly after request therefor, such additional information regarding the business, financial or corporate affairs of Intermediate Holdings, the Borrower and the SubsidiariesSubsidiaries (and, prior to the Amendment No. 3 Effective Date, Intermediate Holdings), or compliance by the Loan Parties with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request; and (e) as part of the compliance certificate delivered pursuant to clause (a) above, each in form and substance reasonably satisfactory to the Administrative Agent, (i) a report supplementing Schedules 3.13(a) and 3.13(b) containing a description of all changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete and (ii) a certification that complete and correct copies of all documents modifying any term of any Organizational Document of Intermediate Holdings or the Borrower Borrower, as applicable, on or prior to the date of delivery of such compliance certificate have been delivered to the Administrative Agent or are attached to such certificate. The Borrower and and, as applicable, Intermediate Holdings will, within ten (10) days after receipt of financial statements which have been delivered pursuant to Section 5.01(a), participate in a meeting with the Administrative Agent and Lenders to discuss Intermediate Holdings’ or the Borrower’s results of operations operations, as applicable, and allow the Administrative Agent and Lenders to ask questions with respect thereto. Such meetings are to be held at Intermediate Holdings’ the Borrower’s corporate offices or by teleconference (or at such other location as may be reasonably agreed to by Intermediate Holdings the Borrower and the Administrative Agent).

Certificates and Other Information. Deliver to Administrative Agent for further distribution to Lenders or, in the Administrative Agentcase of clause (g) below, which shall furnish each to the relevant Lender: (a) concurrently with the delivery of the financial statements referred to in Sections 5.01(a) and (b) Section 5.1(a), a duly completed Compliance Certificate signed by a Responsible Officer certificate of Intermediate Holdingsthe independent certified public accountants reporting on such financial statements stating that in making the examination necessary therefor no knowledge was obtained of any Default or Event of Default, except as specified in such certificate; (b) promptly after any request by concurrently with the Administrative Agent or any Lender, copies delivery of any detailed audit reportsfinancial statements pursuant to Section 5.1, management letters (i) a certificate of an Authorized Officer stating that, to the best of each such Authorized Officer’s knowledge, each Loan Party during such period has observed or recommendations submitted 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 Authorized Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) a certificate of an Authorized Officer listing (x) each Subsidiary (including any Subsidiary of an Unrestricted Subsidiary) that has been designated by the board of directors (or the audit committee of the board of directors) of Intermediate Holdings by independent accountants in connection with the accounts or books of Intermediate HoldingsBorrower as an Unrestricted Subsidiary, or any audit has otherwise become an Unrestricted Subsidiary, during the period prior to delivery of such certificate and subsequent to the delivery of any such earlier certificate and (y) each Unrestricted Subsidiary that has ceased to be an Unrestricted Subsidiary during such period and listing the amount of themall Indebtedness of, and all Investments in, such Subsidiary as at the date such Subsidiary ceased to be an Unrestricted Subsidiary and (iii) a duly executed and completed Compliance Certificate; (c) promptly as soon as available, and in any event no later than 45 days after the furnishing thereofend of each Fiscal Year, copies a detailed consolidated budget for the following Fiscal Year (including a projected consolidated balance sheet of Borrower and its Restricted Subsidiaries as of the end of the following Fiscal Year, and the related consolidated statements of projected cash flow, projected changes in financial position and projected income), 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 an Authorized Officer stating that such Projections are based on reasonable estimates, information and assumptions and that such Authorized Officer has no reason to believe that such Projections are incorrect or misleading in any notice of default furnished to any holder of debt securities of Intermediate Holdings or the Borrower pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to this Agreementmaterial respect; (d) promptly within 45 days after request thereforthe end of each of the first three Fiscal Quarters, and within 90 days after the end of each Fiscal Year, a narrative discussion and analysis of the financial condition and results of operations of Borrower and its Restricted Subsidiaries for such Fiscal Quarter and for the period from the beginning of the then current Fiscal Year to the end of such Fiscal Quarter, or for such Fiscal Year, as applicable, as compared to the portion of the Projections covering such periods and to the comparable periods of the previous Fiscal Year; (e) no later than two Business Days (or such shorter period as reasonably agreed to by Administrative Agent) prior to the effectiveness thereof, copies of substantially final drafts of any proposed agreement, amendment, supplement, waiver or other modification, as applicable, with respect to documents relating to any Permitted Subordinated Indebtedness, any Permitted Subordinated Refinancing or any Permitted Senior Refinancing or the Existing Notes; (f) within five days after the same are sent, copies of all financial statements and reports that Borrower sends to the holders of any class of its debt securities or public equity securities and, and within five days after the same are filed, copies of all financial statements and reports that Borrower may make to, or file with, the SEC; and (g) promptly, such additional information regarding the business, financial or corporate affairs of Intermediate Holdings, the Borrower and the Subsidiaries, or compliance by the Loan Parties with the terms of the Loan Documents, other information as the Administrative Agent or any Lender may from time to time reasonably request; and (e) as part request from Borrower or any of the compliance certificate delivered pursuant to clause (a) above, each in form and substance reasonably satisfactory to the Administrative Agent, (i) a report supplementing Schedules 3.13(a) and 3.13(b) containing a description of all changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete and (ii) a certification that complete and correct copies of all documents modifying any term of any Organizational Document of Intermediate Holdings or the Borrower on or prior to the date of delivery of such compliance certificate have been delivered to the Administrative Agent or are attached to such certificate. The Borrower and Intermediate Holdings will, within ten (10) days after receipt of financial statements which have been delivered pursuant to Section 5.01(a), participate in a meeting with the Administrative Agent and Lenders to discuss Intermediate Holdings’ results of operations and allow the Administrative Agent and Lenders to ask questions with respect thereto. Such meetings are to be held at Intermediate Holdings’ corporate offices or by teleconference (or at such other location as may be reasonably agreed to by Intermediate Holdings and the Administrative Agent)its Restricted Subsidiaries.

Certificates and Other Information. Deliver to the Administrative Agent, which shall furnish each Lender: (a) concurrently with the delivery of the financial statements referred to in Sections 5.01(a) and (b) a duly completed Compliance Certificate signed by a Responsible Officer of Intermediate Holdingsthe Borrower; (b) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Intermediate Holdings the Borrower by independent accountants in connection with the accounts or books of Intermediate Holdingsthe Borrower, or any audit of any of them; (c) promptly after the furnishing thereof, copies of any notice of default furnished to any holder of debt securities of Intermediate Holdings or the Borrower pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to this Agreement; (d) promptly after request therefor, such additional information regarding the business, financial or corporate affairs of Intermediate Holdings, the Borrower and the Subsidiaries, or compliance by the Loan Parties with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request; and (e) as part of the compliance certificate delivered pursuant to clause (a) above, each in form and substance reasonably satisfactory to the Administrative Agent, (i) a report supplementing Schedules 3.13(a) and 3.13(b) containing a description of all changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete and (ii) a certification that complete and correct copies of all documents modifying any term of any Organizational Document of Intermediate Holdings or the Borrower on or prior to the date of delivery of such compliance certificate have been delivered to the Administrative Agent or are attached to such certificate. The Borrower and Intermediate Holdings will, within ten (10) days after receipt of financial statements which have been delivered pursuant to Section 5.01(a), participate in a meeting with the Administrative Agent and Lenders to discuss Intermediate Holdings’ the Borrower’s results of operations operations, as applicable, and allow the Administrative Agent and Lenders to ask questions with respect thereto. Such meetings are to be held at Intermediate Holdings’ the Borrower’s corporate offices or by teleconference (or at such other location as may be reasonably agreed to by Intermediate Holdings the Borrower and the Administrative Agent).

Certificates and Other Information. Deliver to the Administrative Agent, which shall furnish each Lender: (a) concurrently with the delivery of the financial statements referred to in Sections 5.01(a) and (b) a duly completed Compliance Certificate signed by a Responsible Officer of Intermediate Holdingsthe Lead Borrower; (b) promptly after any request by the Administrative Agent or any Lender, copies of any detailed audit reports, management letters or recommendations submitted to the board of directors (or the audit committee of the board of directors) of Intermediate Holdings the Lead Borrower by independent accountants in connection with the accounts or books of Intermediate Holdingsthe Lead Borrower, or any audit of any of them; (c) promptly after the furnishing thereof, copies of any notice of default furnished to any holder of debt securities of Intermediate Holdings or the a Borrower pursuant to the terms of any indenture, loan or credit or similar agreement and not otherwise required to be furnished to the Lenders pursuant to this Agreement; (d) promptly after request therefor, such additional information regarding the business, financial or corporate affairs of Intermediate Holdings, the Lead Borrower and the Subsidiaries, or compliance by the Loan Parties with the terms of the Loan Documents, as the Administrative Agent or any Lender may from time to time reasonably request; and (e) as part of the compliance certificate delivered pursuant to clause (a) above, each in form and substance reasonably satisfactory to the Administrative Agent, (i) a report supplementing Schedules 3.13(a) and 3.13(b) (Subsidiaries and other Equity Investments) containing a description of all changes in the information included in such Schedules as may be necessary for such Schedules to be accurate and complete and (ii) a certification that complete and correct copies of all documents modifying any term of any Organizational Document of Intermediate Holdings or the applicable Borrower on or prior to the date of delivery of such compliance certificate have been delivered to the Administrative Agent or are attached to such certificate. The Borrower and Intermediate Holdings will, within ten (10) days after receipt of financial statements which have been delivered pursuant to Section 5.01(a), participate in a meeting with the Administrative Agent and Lenders to discuss Intermediate Holdings’ results of operations and allow the Administrative Agent and Lenders to ask questions with respect thereto. Such meetings are to be held at Intermediate Holdings’ corporate offices or by teleconference (or at such other location as may be reasonably agreed to by Intermediate Holdings and the Administrative Agent).