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 E▇▇▇▇ 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 E▇▇▇▇ 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 E▇▇▇▇ system or a successor system related theretoGroup Members.

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, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with any applicable financial covenant set forth in this Agreement referred to therein 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 the jurisdiction of organization of any Loan Party, and (z) a list of any registered Intellectual Property issued to, applied for or acquired by any Loan Party or since the date of the most recent report delivered pursuant to this clause (b) (or, in the case of the first such report so delivered, since the Closing Date); (c) as soon as available, and in any event no later than thirty (30) days after the end of each fiscal year of the Borrower, a detailed board approved consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each fiscal quarter of such fiscal year, the related consolidated statements of projected cash flow and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, and in any event no later than fifteen (15) days thereafter, significant revisions, if any, of such budget and projections (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on estimates, information and assumptions believed by the Borrower to be reasonable, and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect (it being understood that Projections are not to be viewed as fact and that actual results may differ 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 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 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 all annual, regular, periodic and special reports and registration statements which any Group Member may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law (including any Healthcare Laws) that, in each case, could reasonably be expected to have a Material Adverse Effect; (g) promptly upon receipt by any Group Member obtaining knowledge of the following, written notice thereof prepared in reasonable detail that any Group Member has become subject to any federal, state, local governmental or civil or criminal investigations or audits involving or related to its compliance with Healthcare Laws (including, without limitation, an inquiry or investigation of any Person having “ownership, financial or control interest” (as that phrase is defined in 42 C.F.R. §420.201 et seq.) in any in any Group Member (other than routine audits in the ordinary course of business) in respect business that are not the result of any instrumentactual or alleged violations of Healthcare Laws) that could reasonably be expected to be material to the Group Members, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amounttaken as a whole; (ch) together concurrently with the delivery of the financial statements referred to in Section 6.1(a), updated certificates evidencing insurance coverage required to be maintained pursuant to Section 6.01(b)6.6, (i) a description of each event, condition or circumstance during together with any supplemental reports with respect thereto which 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 AgreementAdministrative Agent may reasonably request; and (di) 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 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 E▇▇▇▇ 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:): (a) promptly after [reserved]; (b) (i) concurrently with the same are publicly availabledelivery (or filing with the SEC as provided in Section 6.1) of any financial statements pursuant to Section 6.1 or for any other month within 30 days of such month, press releases a certificate of a Responsible Officer stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of quarterly or annual financial statements made available generally or with respect to the monthly deliverables as outlined in clause (z) below, (x) 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, (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 Intellectual Property issued to, applied for or acquired by any Loan Party since the date of the most recent report delivered pursuant to the public concerning material developments this clause (y) (or, in the business case of the Loan Parties; first such report so delivered, since the Closing Date), and (bz) 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 case of business) in respect of any instrumentmonthly financials statements, indenture, loan or credit or similar agreement relating to Indebtedness in excess of bank statements evidencing compliance with the Threshold Amount; Liquidity financial covenant; (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 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 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 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 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 Agreementmisleading in any material respect; and (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 additional information agency regarding the business, legal, financial or corporate affairs other operational results of any Loan Party or any Subsidiary, or compliance Group Member (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings 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 E▇▇▇▇ 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 E▇▇▇▇ 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. 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 B▇▇▇▇▇▇▇ 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, ParentP▇▇▇▇▇’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 E▇▇▇▇ 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 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) (other than with respect to the Fiscal Quarter ending September 30, 2020) and pursuant to Section 6.1(a), (i) a description Compliance Certificate (x) containing, solely with respect to such Compliance Certificates delivered with the financial statements pursuant to Section 6.1(b) hereof, all information and calculations reasonably necessary for determining compliance by the Borrower with the provisions of each event, condition or circumstance during Section 7.1 of this Agreement 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 any material Intellectual Property consisting of United States patents, trademarks and/or copyrights (or applications therefor) issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (ii) (or, in the case of the first such report so delivered, since the Effective Date); (c) prior to a Qualified IPO, commencing with the fiscal year ended December 31, 2020, and no later than sixty (60) days after the end of each subsequent 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 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 a confirmation that there is no change in such information since position and projected income statement) (collectively, 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 E▇▇▇▇ system or a successor system related thereto.“Projections”);

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 stating that, to such Responsible Officer’s knowledge, no Default or material notices received Event of Default exists except as specified in such certificate and (ii) in the case of all quarterly or annual financial statements, (x) 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 quarter or 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 the jurisdiction of organization of any Loan Party and together with the Compliance Certificate accompanying delivery of the annual and quarterly financial statements, a list of any Intellectual Property issued to or 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); (ci) 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 in the form provided to the board of directors of Holdings 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”) and (ii) concurrently with the delivery of the financial statements required pursuant referred to in Section 6.01(b6.1(c), (i) a description copies of each event, condition or circumstance during all financial and other information delivered to the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list Board of Subsidiaries as Directors of the date of delivery of Borrower for such financial statements month, excluding any material determined by the Borrower in good faith to be highly sensitive 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 confidential (iii) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV of the Security Agreement; andincluding, without limitation, as to compensation); (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such 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); (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 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 or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.6 and the terms of the Loan DocumentsGuarantee and Collateral Agreement, as together with any supplemental reports with respect thereto which the Administrative Agent or any Lender through may reasonably request; and (h) promptly, such additional financial and other information as 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 E▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇ 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 E▇▇▇▇ 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 B▇▇▇▇▇▇▇ 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, ParentP▇▇▇▇▇’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 E▇▇▇▇ 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 Lenderand the Collateral Agent: (a1) promptly No less frequently than monthly, within thirty (30) days after the same are publicly availablelast day of each calendar month unless otherwise requested in writing, press releases reports in form and other statements made available generally by any Loan Party content satisfactory to the public concerning material developments in Administrative Agent containing the business following information: (A) a Loan Purchase/Sale Schedule for such month; (B) a Delinquency Report for such month; (C) the Borrowing Base Schedule for such month; (D) with respect to each of the Loan PartiesTranche A Facility and the Tranche B Facility, a Position Report for such month; and (E) with respect to the Tranche A Facility, an investor commitment summary relating to the status of the Take-out Commitments and Hedging Arrangements; (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 the Companies or any Approved Investor or Approved Repo Lender, 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, the Collateral Agent or any Lender Lender, through the Administrative Agent 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 ; (3) To the Administrative Agent for further distribution upon request therefor after the occurrence and during the continuance of an Event of Default, the Additional Required Documents in connection with any Mortgage Loan or Warehousing Loan which has been funded with the proceeds of any Loan; (4) To the Administrative Agent (to each Lender; provided that upon written request be forwarded by the Administrative Agent, Borrower shall deliver paper copies Agent to each of the Lenders) a copy of any 8-K statement or S-3 registration statement filed by the Companies with the Securities and Exchange Commission as promptly as possible after such documents to filing; and (5) To the Administrative Agent upon request for further distribution a Tranche A Loan made with respect to each Lender until any Warehousing Loan, (A) a written copy of the warehousing loan agreement between the Companies and the applicable sub-borrower relating to such Warehousing Loan and, (B) upon request to cease delivering paper copies is given of the Majority Lenders, (i) a copy, certified by an Authorized Officer of the Companies, of all UCC-1 financing statements listing the applicable sub-borrower as debtor and the Companies as secured party, signed 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 sub-borrower and covering any collateral being pledged under the applicable warehousing loan agreement, and (ii) UCC-3 Financing Statements listing the Companies as assignor and the Administrative Agent as assignee and maintaining its copies assigning the right, title and interest of the Companies in the personal property which has been pledged by the applicable sub-borrower to the Companies as security for 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 E▇▇▇▇ system or a successor system related theretoWarehousing Loan.

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, 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 E▇▇▇▇▇ 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 (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 E▇▇▇▇ system or a successor system related theretoSubsidiaries.

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

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 E▇▇▇▇ system or a successor system related theretoterms hereof).

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 E▇▇▇▇ system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly deliver Furnish to the Administrative Agent for further distribution to each Lender: (a) promptly after (1) concurrently with the same are publicly availabledelivery of any financial statements pursuant to Sections 6.1(a) and (b), press releases a Compliance Certificate (i) stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other statements made available generally 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) containing all calculations necessary for determining compliance as of the last day of the Fiscal Quarter or Fiscal Year of the Borrower, as the case may be, with the Financial Covenants (other than the Financial Covenant in Section 7.20(d)) (or any component thereof), (iii) to the extent not previously disclosed to the Lender, a description of any change in the jurisdiction of organization of any Loan Party and a list of any Registered IP issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date) and (iv) confirmation to the public concerning material developments in Lender that there has been no change to the business information set forth on the Perfection Certificate since the Closing Date or the date of the Loan Partiesmost recent report delivered pursuant to this clause (a), as applicable, and/or deliver to the Lender an updated Perfection Certificate identifying such changes as of the date of such delivery and (2) within five (5) Business Days after the end of each month, a Compliance Certificate containing all calculations necessary for determining compliance as of the last day of the month of the Borrower with the Financial Covenant in Section 7.20(d); (b) promptly promptly, and in any event no later than forty-five (45) days after the receipt beginning of the Borrower’s Fiscal Year, a projected operating budget and cash flow of the Borrower and its consolidated Subsidiaries for such Fiscal Year (including an income statement for each month and a balance sheet as at the end of the last month in each Fiscal Quarter) (collectively, the “Projections”), such Projections to be accompanied by a certificate signed by the President, Treasurer, Chief Financial Officer, or furnishing thereof, copies equivalent officer of the Borrower to the effect that such projections have been prepared on the basis of sound financial planning practice consistent with past budgets and financial statements and that such officer has no reason to question the reasonableness of any material requests or material notices received assumptions on which such Projections were prepared; (c) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of its Subsidiaries 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 Loan Party or any Subsidiary thereof (other than in routine comment letters from the ordinary course staff of business) in respect of any instrument, indenture, loan or credit or similar agreement the SEC relating to Indebtedness in excess of the Threshold AmountBorrower’s filings with the SEC); (cd) together promptly, and in any event within five (5) Business Days after the same are sent or received, copies of all material correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (e) concurrently with the delivery of the financial statements required referred to in Section 6.1(a) and (b), a written report summarizing all material variances from budgets submitted by the Borrower pursuant to Section 6.01(b6.2(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 (df) promptly, such additional information (including materials intended for third party distribution prepared by a financial advisor) regarding the business, legal, financial or corporate organizational affairs and condition of any Loan Party or and any Subsidiary, or 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 E▇▇▇▇ 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 E▇▇▇▇ system or a successor system related theretoLender.

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 concurrently with the delivery of any financial statements pursuant to Section 6.1, a Compliance Certificate of a Responsible Officer, on behalf of the Borrower, (i) 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 Compliance Certificate, (ii) 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 or fiscal year of the Borrower (including, without limitation, a calculation of Consolidated Adjusted EBITDA with each Compliance Certificate delivered with any monthly financial statements for the last month of any quarter) and (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 (x) registered Intellectual Property or (y) other material Intellectual Property, issued, licensed, or acquired by any Loan Party since the date of the most recent Compliance Certificate delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date); (c) as soon as available, and in any event no later than the earlier of (i) five (5) days after delivery thereof to the Borrower’s board of directors and (ii) 60 days after the end of each fiscal year of the Borrower, a detailed consolidated budget of the Borrower and its Subsidiaries for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each 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 upon good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, it being recognized that 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; it being further agreed that the Borrower shall deliver to the Administrative Agent within three (3) Business Days following any updates thereto delivered to the Borrower’s board of directors; (d) promptly, and in any event within five (5) Business Days after receipt or furnishing thereof, copies of any material requests or material notices received thereof by any Loan Party or any Subsidiary thereof, copies of its Subsidiaries 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 in routine comment letters from the ordinary course staff of business) in respect of any instrument, indenture, loan or credit or similar agreement the SEC relating to Indebtedness in excess of the Threshold AmountBorrower’s filings with the SEC); (ce) within five (5) Business Days after the same are sent, copies of each annual report, proxy or financial statement or other material report or notice that the Borrower sends to the holders of any class of the Borrower’s debt holders or 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 the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent to, or received from, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material adverse effect on any of the Governmental Approvals or otherwise on the operations of the Loan Parties or the Group Members as a whole; (g) (i) not later than 30 days after the end of each month and (ii) prior to any borrowing of Revolving Loans, accounts receivable agings, aged by invoice date, accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, reconciliations of accounts receivable agings (aged by invoice date), a Transaction Report summarizing and calculating (where applicable) the Borrowing Base, together with all key performance metrics (including, without limitation, report of ▇▇▇▇▇▇▇▇, average revenue per customer, customer counts, a listing of new ▇▇▇▇▇▇▇▇ in process, annual recurring revenue and renewal rates) accompanied by such supporting detail and documentation as shall be requested by the Administrative Agent in its reasonable discretion, and general ledger; provided that unless a Streamline Period is in effect, Transaction Reports will be required to be delivered weekly; (h) [Reserved]; (i) not later than 45 days after the end of each fiscal quarter, a Deferred Revenue schedule; (j) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.01(b), (i) a description of each event, condition or circumstance during 6.6 and the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as terms of the date of delivery of such financial statements or a confirmation that there is no change in such information since Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which 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 AgreementAdministrative Agent may reasonably request; and (dk) promptly, such additional information regarding the businessoperations, legal, business affairs and financial or corporate affairs condition of any Loan Party the Borrower or any Subsidiary, Subsidiary 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 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 E▇▇▇▇ 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 E▇▇▇▇ system or a successor system related thereto.Exchange

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 E▇▇▇▇ 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 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 E▇▇▇▇ system or a successor system related theretobecome signatories hereto.

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 E▇▇▇▇ 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 (i) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other statements made available generally agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of all quarterly or annual financial statements, (x) a Compliance Certificate containing all information and calculations reasonably necessary for determining compliance by each Group Member with the provisions of this Agreement referred to therein as of the last day of the quarter or fiscal year of the Parent, 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 the public concerning material developments this clause (y) (or, in the business case of the Loan Partiesfirst such report so delivered, since the Closing Date); (b) promptly as soon as available, and in any event no later than 90 days after the end of each fiscal year of the Parent, a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of the Parent 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 be commensurate with those provided to the Parent’s board of directors; (c) promptly, and in any event within five (5) Business Days after receipt or furnishing thereof, copies of any material requests or material notices received thereof by any Loan Party or any Subsidiary thereof, copies of its Subsidiaries 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 in routine comment letters from the ordinary course staff of business) in respect of any instrument, indenture, loan or credit or similar agreement the SEC relating to Indebtedness in excess of the Threshold AmountParent’s filings with the SEC); (cd) together within five days after the same are sent, copies of each annual report, proxy or financial statement or other material report that the Parent sends to the holders of any class of the Parent’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 Parent may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (e) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that would reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (f) [reserved]; (g) [reserved]; (h) concurrently with the delivery of the financial statements required referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage maintained by the Borrowers pursuant to Section 6.01(b), (i) a description of each event, condition or circumstance during 6.6 and the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as terms of the date of delivery of such financial statements or a confirmation that there is no change in such information since Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which 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 AgreementAdministrative Agent may reasonably request; and (di) 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 E▇▇▇▇ 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 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 certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) (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 each event, condition any change in the jurisdiction of organization of any Loan Party and a list of any registered Intellectual Property issued to or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b), acquired by any Loan Party and (iiB) a list of Subsidiaries as of the date of delivery of such financial statements created or a confirmation that there is no change acquired, in such information each case since the later of the Effective Date or the date of the last such list and most recent report delivered pursuant to this clause (iiiy) a report supplementing Schedules 5.07(b) and 5.17 and Schedules I and IV (or, in the case of the Security Agreement; andfirst such report so delivered, since the Closing Date); (c) as soon as available, and in any event no later than 30 days prior to the end of each fiscal year of the Borrower Parent, a detailed consolidated and consolidating budget for the following fiscal year (including a projected consolidated balance sheet of the Borrower Parent and its Subsidiaries as of the end of each 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 the terms of the Loan Documentsany national securities exchange, and not otherwise required to be delivered to Lender pursuant hereto; and (f) 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 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 E▇▇▇▇ 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 E▇▇▇▇ system or a successor system related theretobecome signatories hereto.

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 Agent and Lender (or, in the case of clause (k), to the relevant Agent or 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 stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of all monthly or annual financial statements, (x) 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 or 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 the jurisdiction of organization of any Loan Party and a list of any 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) as soon as available, and in any event no later than 45 days after the end of each fiscal year of the Borrower, a detailed consolidated budget for such immediately subsequent 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, projected Available Revolving Commitment and covenant compliance for each fiscal quarter period of such fiscal year), 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 upon good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, it being recognized that 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 or furnishing thereof, copies of any material requests or material notices received thereof by any Loan Party or any Subsidiary thereof, copies of its Subsidiaries 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 in routine comment letters from the ordinary course staff of business) in respect of any instrument, indenture, loan or credit or similar agreement 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 and that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (g) (i) (A) if a Streamline Period is not then in effect, not later than 3 days after the end of each week, and (B) while a Streamline Period is in effect, not later than 20 days after the end of each month, and in each case at any other times reasonably requested by any Agent, and (ii) prior to any borrowing of Revolving Loans or making of any Revolving Extensions of Credit, in each case of clauses (i) and (ii): (1) a Transaction Report (including, for the avoidance of doubt, a Borrowing Base Certificate) accompanied by such supporting detail and documentation as shall be requested by any Agent in its reasonable discretion (including supporting schedules and reports relied on to compile the Transaction Report), (2) accounts receivable agings, aged by invoice date, (3) Inventory perpetual reports, (4) accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, (5) a Deferred Revenue schedule, (6) a sell through report, and (7) reconciliations of accounts receivable agings (aged by invoice date) and general ledger; (h) concurrently with the delivery of the financial statements referred to in Section 6.1(c), copies of all written reports, presentations or memoranda with respect to results of operations or financial information of any Group Member that have been delivered to the Board of Directors of the Borrower for such month, excluding any material determined by the Borrower in good faith to be highly sensitive or confidential; (i) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.01(b)6.6 and the terms of the Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which any Agent may reasonably request; (j) (i) if a description Streamline Period is not then in effect, not later than 3 days after the end of each event, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b)week, (ii) while a list Streamline Period is in effect, not later than 20 days after the end 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 each month, and (iii) more frequently as may be reasonably requested by any Agent, a report supplementing Schedules 5.07(bLiquidity Report (together with supporting details, cash reporting, and backup) as of such date; (k) not later than 20 days after the end of each calendar month, a report, in form and 5.17 and Schedules I and IV substance reasonably satisfactory to the Collateral Agents, with respect to BrightPoint A/P as of the Security Agreementlast day of such month; and (dl) promptly, such additional financial and other information regarding the business, legal, financial or corporate affairs of as 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 E▇▇▇▇ 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 E▇▇▇▇ system or a successor system related thereto.Group Members; and

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 E▇▇▇▇ 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 E▇▇▇▇ 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 E▇▇▇▇ system or a successor system related theretowriting.

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 E▇▇▇▇ 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) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party and Enterasys during such period has observed or 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 and (B) a Compliance Certificate (1) 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 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 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 (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, 2019), 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 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’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 $7,500,000 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 Enterasys, or (ii) that could reasonably be expected to have a Material Adverse Effect; (g) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.5 and the terms of the Loan DocumentsGuarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; (h) by no later than three days prior to the effectiveness thereof, copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to any ▇▇▇▇ ▇▇▇▇▇ Asset Acquisition Document; (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 E▇▇▇▇ system or a successor system related theretoBeneficial Ownership Regulation.

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 Ebehalf on an internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent including the ▇▇▇▇▇ system or a successor system related thereto.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 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 E▇▇▇▇ 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 [reserved]; (b) concurrently with the same are publicly availabledelivery of any financial statements pursuant to Section 6.1, press releases (x) a Compliance Certificate containing all information and other statements made available generally calculations necessary for determining compliance with any applicable financial covenant set forth in this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year of the Borrower or 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 (z) a list of any Collateral comprised of registered Intellectual Property issued by, or registered or applied for in the USPTO or USCO and issued to, applied for or acquired by any Loan Party to since the public concerning material developments in the business date of the Loan Parties; most recent report delivered pursuant to this clause (b) promptly (or, in the case of the first such report so delivered, since the Closing Date); (c) as soon as available, and in any event no later than ninety (90) days after the end of each fiscal year of Holdings, a detailed board approved 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, together with a reconciliation prepared by the Borrower showing any projected differences between the financial results of the Borrower and its Subsidiaries and Holdings and its Subsidiaries), and, as soon as available, and in any event no later than fifteen (15) days thereafter, significant revisions, if any, of such budget and projections (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections are based on estimates, information and assumptions believed by the Borrower to be reasonable, and that such Responsible Officer has no reason to believe that such Projections are incorrect or misleading in any material respect (it being understood that Projections are not to be viewed as fact and that actual results may differ by a material amount); (d) promptly, and in any event within five (5) Business Days after receipt thereof by Holdings or furnishing thereofany of its Subsidiaries, copies of each notice or other correspondence received from the SEC (or comparable agency in any material requests applicable non-U.S. jurisdiction) concerning any investigation or material notices received possible investigation by any Loan Party such agency regarding financial or other operational results of Holdings or any of its Subsidiaries (other than in routine comment letters from the ordinary course staff of businessthe SEC relating to Holdings’ filings with the SEC); (e) in respect 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 any of its Subsidiaries sends to the holders of any instrumentclass of its Indebtedness or public equity securities and, indenturewithin five (5) Business Days after the same are filed, loan or credit or similar agreement relating to Indebtedness in excess copies of the Threshold Amount; (c) together with the delivery of the financial all annual, regular, periodic and special reports and registration 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 which Holdings or any Subsidiary, or compliance with the terms of the Loan Documents, as the Administrative Agent or any Lender through the Administrative Agent its Subsidiaries 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 file with the SEC shall be deemed to satisfy the requirements of this under Section 6.02 on the date on which such report is first available via the SEC’s E▇▇▇▇ system 13 or a successor system related thereto.15(d) of

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 E▇▇▇▇ system or a successor system related thereto.

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 E▇▇▇▇ system or a successor system related thereto.

Certificates; Reports; Other Information. Promptly deliver Deliver to the Administrative Agent for further distribution to each LenderAgent: (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 pursuant referred to Section 6.01(bin Sections 6.1(a) and 6.1(b), a certificate of the chief executive officer, chief financial officer, treasurer or controller of the Borrower certifying to his/her knowledge, solely in his or her capacity as an officer of the Borrower, that no Default has occurred or, if a Default has occurred, specifying the nature and extent thereof and any corrective action taken or proposed to be taken with respect thereto; (b) [Reserved] (c) promptly upon (and in any event within ten (10) Business Days after) receipt or delivery by any Loan Party, copies of any material notices, documents or reports received from or delivered to a Material Project Counterparty under any Material Project Contract; (d) promptly upon (and in any event within ten (10) Business Days after) the Borrower obtaining knowledge or becoming aware thereof, written notice including the details of, any pending or threatened material litigation, Environmental Claim, arbitration or administrative proceedings by or against any Loan Party, any Building or the Project. For the purposes of this Section 6.2(d) only, such claims shall be considered material only if (i) a description in the reasonable opinion of each event, condition or circumstance during the last Fiscal Quarter requiring a prepayment under Section 2.03(b)Borrower such claim is likely to be made against the Loan Parties in an aggregate amount greater than $5,000,000, (ii) such claim is for declaratory or injunctive relief that would reasonably be expected to have 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 Material Adverse Effect on any Building or the date of the last such list and Project or (iii) a report supplementing Schedules 5.07(b) determination in respect of such Environmental Claim would reasonably be expected to result in a Material Adverse Effect; 72 Credit and 5.17 and Schedules I and IV of the Security Guaranty Agreement; and (de) promptly, such additional information regarding the business, legalfinancial, financial legal or corporate affairs of any Loan Party or any Subsidiary, or compliance with the terms of the Loan DocumentsParties, 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 in accordance with customary practice and in nature substantially similar to the Administrative Agent for further distribution to each Lenderinformation provided in connection with (or leading up to) the Closing Date; provided that and (f) promptly upon written request (and in any event within ten (10) Business Days after) receipt or delivery by the Administrative AgentBorrower, Borrower shall deliver paper copies of such any material notices, documents or reports received from or delivered to a Material Project Counterparty under any Material Project Contract, including (i) any notices of a material suspension of work, a default, termination, material claims or material demands (including any claims for liquidated damages) (and in each case solely 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 foregoingextent applicable, Parent’s filing of notice reasonable details of any event described action the Borrower is taking or proposes to take in Section 6.02 with respect thereof) or (ii) any claim made by a Construction Contractor related to an extension of the SEC shall be deemed to satisfy Completion Deadline (as defined in the requirements of this Section 6.02 on the date on which such report is first available via the SEC’s E▇▇▇▇ system or a successor system related theretoapplicable Construction Contract).

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 E▇▇▇▇ 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) 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 E▇▇▇▇ system or a successor system related theretoBeneficial Ownership Regulation.

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 E▇▇▇▇ 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: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 E▇▇▇▇ 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(a) and (b), press releases a Compliance Certificate (i) stating that, to such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other statements made available generally agreements in all material respects, and satisfied in all material respects every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (ii) containing all information and calculations necessary for determining compliance by the Loan Parties 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 (including with respect to any information and/or calculation of the Financial Condition Covenants (or any component thereof), (iii) to the extent not previously disclosed to the Lenders, a description of any change in the jurisdiction of organization of any Loan Party and (iv) with respect to the public concerning material developments any delivery of any financial statements pursuant to Section 6.1(a) and (b), containing all information and calculations necessary for determining compliance with Section 7.7 of this Agreement (which information and calculation shall be in the business of the Loan Partiesa form substantially consistent with Exhibit B); (b) promptly as soon as available, and in any event no later than thirty (30) 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 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 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; (c) 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 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 the Borrower’s filings with the SEC or if disclosure is not legally permissible); (d) upon request by a Lender, within five (5) Business Days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (e) [reserved]. (f) promptly, such additional financial and other information, including, without limitation, any certification or other evidence confirming the Borrower’s compliance with the terms of the Loan Documents, this Agreement as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. Documents required ; (g) promptly upon receipt thereof, copies of all material reports, if any, submitted to be delivered pursuant the Borrower or its board of directors by its independent public accountants including, without limitation, any management report or letters; (h) within five (5) Business Days of the filing thereof, copies of all registration statements (excluding the exhibits thereto (unless requested by the Administrative Agent) and any registration statements on Form S-8 or its equivalent), reports on Forms 10-K, 10-Q and 8-K (or their equivalents) and all other periodic reports which Holdings or any of its Subsidiaries shall file with the SEC or any national securities exchange; provided, however, that if such materials are posted in a timely matter on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (E▇▇▇▇) system the Loan Parties shall have no additional obligation to Section 6.01 or Section 6.02 shall be delivered electronically deliver such materials to the Administrative Agent under this Section 6.2(h); (i) promptly upon the mailing thereof to the shareholders or members of any Loan Party generally, copies of all financial statements, reports and proxy statements so mailed and, promptly upon the issuance thereof, but in any event within ten (10) Business Days, copies of all press releases issued by the Borrower or any Subsidiary provided, however, that if such materials are posted in a timely matter on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (E▇▇▇▇) system the Loan Parties shall have no additional obligation to deliver such materials to the Administrative Agent under this Section 6.2(i); (j) if any Termination Event shall occur that individually, or together with any other Termination Event that has occurred, results, or could reasonably be expected to have a Material Adverse Effect, a certificate of a Responsible Officer of the Borrower, within ten (10) Business Days after the Borrower obtains knowledge of the occurrence of such Termination Event, setting forth details as to such occurrence and the action, if any, which the Borrower or applicable ERISA Affiliate is required or proposes to take; (k) to the extent the Borrower or any other Subsidiary is aware of the same, prompt notice, but in any event within ten (10) Business Days after Borrower obtains knowledge thereof, of the commencement of any proceeding or investigation by or before any Governmental Authority and any action or proceeding in any court or other tribunal or before any arbitrator against or in any other way relating to, or affecting, any Loan Party or any other Subsidiary or any of their respective properties, assets or businesses which could reasonably be expected to have a Material Adverse Effect; (l) prompt notice, but in any event within ten (10) Business Days after the receipt thereof, of the receipt of notice that any United States income tax returns of any Loan Party or any other Subsidiary are being audited; (m) a copy of any amendment to the certificate or articles of incorporation or formation, bylaws, partnership agreement or other similar organizational documents of the Borrower within five (5) Business Days after the later of (1) full execution thereof or (2) the effectiveness thereof; (n) prompt notice, but in any event within five (5) Business Days, of (i) any change in the senior management of the Borrower or any Subsidiary, (ii) any change in the business, assets, liabilities, financial condition, results of operations or business prospects of any Loan Party or any other Subsidiary, or (iii) the occurrence of any other event which, in the case of any of the immediately preceding clauses (i) and (ii), has had, or could reasonably be expected to have, a Material Adverse Effect; (o) prompt notice, but in any event within five (5) Business Days after the Borrower obtains knowledge thereof, of the occurrence of any default or event of default or any event which constitutes or which with the passage of time, the giving of notice, or otherwise, would constitute a default or event of default by any Loan Party or any other Subsidiary under any Material Contract to which any such Person is a party or by which any such Person or any of its respective properties may be bound; (p) prompt notice, but in any event within ten (10) Business Days, of entering into any Material Contract or Specified Derivatives Contract after the Agreement Date, and a copy of such contract provided, however, that if such materials are posted in a timely matter on the SEC’s Electronic Data Gathering, Analysis, and Retrieval (E▇▇▇▇) system the Loan Parties shall have no additional obligation to deliver such materials to the Administrative Agent under this Section 6.2(p); (q) prompt notice, but in any event within ten (10) Business Days after receipt thereof, of any order, judgment or decree in excess of $100,000 having been entered against any Loan Party or any other Subsidiary or any of their respective properties or assets; (r) (i) prior to the earlier of (A) fifteen (15) days prior to a Permitted Acquisition and (B) five (5) days prior to any public filing or other public announcement regarding a Permitted Acquisition, the purpose of such Person being purchased or otherwise acquired pursuant to such Permitted Acquisition and the nature and the liabilities thereof, and (ii) otherwise, prompt notice, but in any event within five (5) Business Days, of the acquisition, incorporation or other creation of any Subsidiary, the purpose for further distribution to each Lender; provided that such Subsidiary and the nature of the assets and liabilities thereof; (s) (i) within five (5) days after a Permitted Acquisition and (ii) otherwise, promptly upon written the request by of the Administrative Agent, Borrower shall deliver paper copies but in any event within ten (10) Business Days after the receipt of the request, evidence of the Borrower’s calculation of the Ownership Share with respect to a Subsidiary or an Unconsolidated Affiliate, such documents evidence to be in form and detail satisfactory to the Administrative Agent Agent; (t) if applicable, promptly (but in any event within ten (10) Business Days after the Borrower obtains knowledge thereof), upon any change in any Loan Party’s credit rating, a certificate stating that such Loan Party’s credit rating has changed and the new credit rating that is in effect; (u) promptly (but in any event within ten (10) Business Days after), upon receipt of each request, such information identifying the Borrower as any Lender may request in order to comply with applicable “know your customer” and anti-money laundering rules and regulations, including without limitation, the Patriot Act and the beneficial ownership regulation; (v) promptly, and in any event within five (5) Business Days after the Borrower obtains knowledge thereof, written notice of the occurrence of any of the following: (i) the Borrower or any other Subsidiary shall receive notice that any violation of or noncompliance with any Environmental Law has or may have been committed or is threatened; (ii) the Borrower or any other Subsidiary shall receive notice that any administrative or judicial complaint, order or petition has been filed or other proceeding has been initiated, or is about to be filed or initiated against any such Person alleging any violation of or noncompliance with any Environmental Law or requiring any such Person to take any action in connection with the release or threatened release of Hazardous Materials; (iii) the Borrower or any other Subsidiary shall receive any notice from a Governmental Authority or private party alleging that any such Person may be liable or responsible for further distribution any costs associated with a response to, or remediation or cleanup of, a release or threatened release of Hazardous Materials or any damages caused thereby; or (iv) the Borrower or any other Subsidiary shall receive notice of any other fact, circumstance or condition that could reasonably be expected to each Lender until form the basis of an Environmental Claim, and the matters covered by notices referred to in any of the immediately preceding clauses (i) through (iv), whether individually or in the aggregate, could reasonably be expected to have a written request Material Adverse Effect; (w) [reserved]. (x) prompt notice of any other matter that has had, or which could reasonably be expected to cease delivering paper copies is given have, a Material Adverse Effect; (y) within thirty (30) days of filing, a copy of the federal income tax return filed 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 Borrower; (z) unless otherwise agreed to between the Administrative Agent and maintaining its the Borrower, 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 Eall material notices received from W▇▇▇▇ system Fargo and all material documents delivered to W▇▇▇▇ Fargo in connection with the WF Credit Agreement (excluding, for the purpose of clarity, any draw requests notices and similar notices and documents); and (aa) from time to time and promptly upon each request, such data, certificates, reports, statements, opinions of counsel, documents or a successor system related theretofurther information regarding any Property or the business, assets, liabilities, financial condition, results of operations or business prospects of the Borrower or any of the Subsidiaries as the Administrative Agent or any Lender may reasonably request.

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 E▇▇▇▇ 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 E▇▇▇▇ 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 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 E▇▇▇▇ system or a successor system related thereto.Law;

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 concurrently with the delivery of any financial statements pursuant to Sections 6.1(a) and 6.1(b), a Compliance Certificate (i) stating that, to the best of such Responsible Officer’s knowledge, such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, and (ii) confirmation to the Administrative Agent that there has been no change to the information set forth on the Perfection Certificate since the Closing Date or the date of the most recent report delivered pursuant to this clause (b), as applicable, and/or deliver to the Administrative Agent an updated Perfection Certificate identifying such changes as of the date of such delivery; (c) as soon as available, and in any event no later than one hundred twenty (120) days (or such later date reasonably acceptable to the Required Lenders) 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 (collectively, the “Projections”); (d) promptly, and in any event within five (5) Business Days after receipt or furnishing thereof, copies of any material requests or material notices received 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 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 the Borrower’s filings with the SEC); (e) 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 would reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; and (f) promptly, such additional financial and other information, including, without limitation, any certification or other evidence confirming the 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 E▇▇▇▇ 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 (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 E▇▇▇▇ 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 E▇▇▇▇ system or a successor system related theretosole discretion.

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 E▇▇▇▇ system or a successor system related theretoBeneficial Ownership Regulation.

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, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with any applicable financial covenant set forth in this Agreement referred to therein 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 the jurisdiction of any Loan Party, and (z) solely with respect to the delivery of financial statements pursuant to Section 6.1(a), unless requested to be delivered more frequently (but not more frequently than quarterly) a list of any registered Intellectual Property issued to, applied for or acquired by any Loan Party or 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 Effective Date); (c) as soon as available, and in any event no later than ninety (90) 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 (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer 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 understood that Projections are not to be viewed as fact and that actual results may differ 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 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) 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 five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which any Group Member may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law (including any Healthcare Laws) that, in each case, could reasonably be expected to have a Material Adverse Effect; (g) promptly upon receipt by any Group Member obtaining knowledge of the following, written notice thereof prepared in reasonable detail that any Group Member has become subject to any federal, state, local governmental or civil or criminal investigations or audits involving or related to its compliance with Healthcare Laws (including, without limitation, an inquiry or investigation of any Person having “ownership, financial or control interest” (as that phrase is defined in 42 C.F.R. §420.201 et seq.) in any in any Group Member (other than routine audits in the ordinary course of business) in respect business that are not the result of any instrumentactual or alleged violations of Healthcare Laws) that could reasonably be expected to be material to the Group Members, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amounttaken as a whole; (ch) together concurrently with the delivery of the financial statements referred to in Section 6.1(a), updated certificates evidencing insurance coverage required to be maintained pursuant to Section 6.01(b)6.6, (i) a description of each event, condition or circumstance during together with any supplemental reports with respect thereto which 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 AgreementAdministrative Agent may reasonably request; and (di) 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 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 E▇▇▇▇ 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 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 (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 other statements made available generally calculations necessary for determining whether the Loan Parties were in compliance with each of the financial covenants contained in Section 7.1 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 or (in respect of applications and registrations of such Intellectual Property) acquired by any Loan Party Party, in each case, since the date of the most recent report #100931212v25 delivered pursuant to the public concerning material developments this clause (iii) (or, in the business case of the Loan Partiesfirst such report so delivered, since the Closing Date) and (iv) 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 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 in routine comment letters from the ordinary course staff of business) in respect of any instrument, indenture, loan or credit or similar agreement the SEC relating to Indebtedness in excess of the Threshold Amount; (c) together Borrower’s or any Group Member’s or SPV Subsidiary’s filings with the delivery of the financial statements required pursuant SEC and any routine examination letters or other matters that could not reasonably be expected to Section 6.01(bhave a Material Adverse Effect), (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 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), (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 #100931212v25 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 Ebehalf on an internet or intranet website to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent including the ▇▇▇▇▇ system or a successor system related theretofiling system), if any, and the Borrower shall notify (which may be by electronic mail) the Administrative Agent of the posting of any such documents.

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 E▇▇▇▇ 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 E▇▇▇▇ 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(a) and (b), press releases a Compliance Certificate (i) stating that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate, (II) [reserved], (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 other statements made available generally a list of any registered or applied for Intellectual Property issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date), and (iv) confirmation to the public concerning material developments in Administrative Agent that there has been no change to the business information set forth on the Perfection Certificate since the Closing Date or the date of the Loan Partiesmost recent report delivered pursuant to this clause (a)(iv), as applicable, and/or deliver to the Administrative Agent an updated Perfection Certificate identifying such changes as of the date of such delivery; (b) promptly prior to a Qualified IPO, as soon as available, and in any event no later than 60 days after the receipt end of each Fiscal Year of the Borrower prior to a Qualified IPO, 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 (as determined in the reasonable business judgment of the Borrower), if any, of such budget and projections with respect to such Fiscal Year (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer stating that such Projections 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. For the avoidance of doubt, no consolidated budget pursuant to this Section 6.2(b) shall be required following a Qualified IPO. (c) 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 Subsidiary thereof, copies of any instrument, indenture, loan notice or credit other correspondence received from any Governmental Authority concerning any investigation 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 possible investigation 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 Governmental Authority regarding the business, legal, financial or corporate affairs other operational results of any Loan Party or any SubsidiarySubsidiary thereof, which would reasonably be expected to have a Material Adverse Effect; (d) 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 terms Governmental Approvals or otherwise on the operations of the Group Members; (e) as soon as available, but in any event not later than five (5) Business Days after the end of each calendar month, a cash report as of the last day of the applicable month setting forth the Qualified Cash of the Loan DocumentsParties, identifying the institution(s) at which such Qualified Cash is held and the amount of such Qualified Cash at each institution and in each account and a certificate duly executed by a Responsible Officer containing all information and calculations necessary for determining compliance by the Loan Parties with Section 7.1 of this Agreement as of the last day of the calendar month; (f) within ten (10) days after the same are sent or made available, copies of all reports that Borrower, any direct or indirect parent or any Group Member sends to the holders of any class of its public equity securities and, promptly after the same are filed, copies of all reports or other materials that the Borrower, any direct or indirect parent or any Group Member may make to, or file with, the SEC or any national securities exchange; provided that copies of any such reports or other materials that have been posted on ▇▇▇▇▇ or any successor filing system thereto; and (g) promptly following any request therefor, information and documentation reasonably requested by the Administrative Agent or any Lender in connection with Sanctions or Anti- Money Laundering Laws including applicable “know your customer” requirements under the PATRIOT Act, including a Beneficial Ownership Certification, (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 6.1(a) and (b) and Section 6.02 6.2(f) shall be deemed to have been delivered electronically on the date on which such documents are posted on the Borrower’s behalf to the Platform or any publicly accessible electronic platform to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent (such as any website maintained by the SEC)); provided that the Borrower shall notify (which may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents described in this paragraph and provide to the Administrative Agent for further distribution to each Lender; provided that upon written request by the Administrative Agentelectronic mail electronic versions (i.e., Borrower shall deliver paper copies soft 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 extent requested by the Administrative Agent. Each The Administrative Agent shall have no responsibility to monitor compliance by the Borrowers, 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 maintaining its copies of such posted 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 E▇▇▇▇ 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 concurrently with the delivery of any financial statements pursuant to Section 6.1, a Compliance Certificate of a Responsible Officer, on behalf of the Borrower, (i) 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 Compliance Certificate, (ii) 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 or fiscal year of the Borrower (including, without limitation, a calculation of Consolidated Adjusted EBITDA with each Compliance Certificate delivered with any monthly financial statements for the last month of any quarter) and (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 (x) registered Intellectual Property or (y) other material Intellectual Property, issued, licensed, or acquired by any Loan Party since the date of the most recent Compliance Certificate delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date); (c) as soon as available, and in any event no later than the earlier of (i) five (5) days after delivery thereof to the Borrower’s board of directors and (ii) 30 days after the end of each fiscal year of the Borrower, a detailed consolidated budget of the Borrower and its Subsidiaries for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of each 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 upon good faith estimates and assumptions believed by the Borrower to be reasonable at the time made, it being recognized that 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; it being further agreed that the Borrower shall deliver to the Administrative Agent within three (3) Business Days following any updates thereto delivered to the Borrower’s board of directors; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or furnishing any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to the Borrower’s filings with the SEC); (e) within five (5) Business Days after the same are sent, copies of each annual report, proxy or financial statement or other material requests report or material notices notice that the Borrower sends to the holders of any class of the Borrower’s debt holders or 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 the Borrower may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent to, or received by any Loan Party or any Subsidiary thereof, copies of its Subsidiaries (all correspondence, reports, documents and other than in the ordinary course filings with any Governmental Authority regarding compliance with or maintenance of business) in respect Governmental Approvals or Requirements of Law or that would reasonably be expected to have a material adverse effect on any instrument, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold AmountGovernmental Approvals or otherwise on the operations of the Loan Parties or the Group Members; (cg) (i) not later than 30 days after the end of each month and (ii) prior to any borrowing of Revolving Loans, accounts receivable agings, aged by invoice date, accounts payable agings, aged by invoice date, and outstanding or held check registers, if any, reconciliations of accounts receivable agings (aged by invoice date), a Transaction Report summarizing and calculating (where applicable) the Borrowing Base, together with all key performance metrics (including, without limitation, report of ▇▇▇▇▇▇▇▇, and detailed customer information) accompanied by a general ledger and, as shall be requested by the Administrative Agent in its reasonable discretion, supporting detail and documentation; (h) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.01(b), (i) a description of each event, condition or circumstance during 6.6 and the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as terms of the date of delivery of such financial statements or a confirmation that there is no change in such information since Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which 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 AgreementAdministrative Agent may reasonably request; and (di) promptly, such additional information regarding the businessoperations, legal, business affairs and financial or corporate affairs condition of any Loan Party the Borrower or any Subsidiary, Subsidiary 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 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 E▇▇▇▇ 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) 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 E▇▇▇▇ 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 E▇▇▇▇ 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) a certificate of a Responsible Officer stating that, to the best of such Responsible Officer’s knowledge, each Loan Party and Enterasys during such period has observed or 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 and (B) a Compliance Certificate (1) 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 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 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 (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, 2018), 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 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’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 $7,500,000 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 Enterasys, or (ii) that could reasonably be expected to have a Material Adverse Effect; (g) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.5 and the terms of the Loan DocumentsGuarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; (h) by no later than three days prior to the effectiveness thereof, copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to any B▇▇▇ ▇▇▇▇▇ Asset Acquisition Document; and (i) promptly, such additional financial and other information as the Administrative Agent or any Lender through the Administrative Agent may from time to time reasonably request. 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 E▇▇▇▇ 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 (e), 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 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 statements made available generally agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such certificate and (ii) in the case of quarterly or annual financial statements, (x) 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 fiscal quarter or 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 the jurisdiction of organization of any Loan Party and a list of any Intellectual Property issued to or acquired by any Loan Party since the date of the most recent report delivered pursuant to the public concerning material developments this clause (y) (or, in the business case of the Loan Partiesfirst such report so delivered, since the Closing Date); (b) promptly as soon as available, and in any event no later than 30 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, Guarantors and their respective 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 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 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 Amountrespect; (c) together with fifteen days after the delivery same are sent, copies of the all financial statements required pursuant and reports that the Borrower or any Guarantor sends to Section 6.01(b)the holders of any class of its debt securities or public equity securities and, (i) a description within fifteen days after the same are filed, copies 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 all financial statements and reports that the Borrower or a confirmation that there is no change in such information since any Guarantor may make to, or file with, 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; andSEC; (d) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; (e) 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 E▇▇▇▇ 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 E▇▇▇▇ 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 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 E▇▇▇▇ 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 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, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with any applicable financial covenant set forth in this Agreement referred to therein 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 the jurisdiction of any Loan Party, and (z) solely with respect to the delivery of financial statements pursuant to Section 6.1(a), unless requested to be delivered more frequently (but not more frequently than quarterly) a list of any registered Intellectual Property issued to, applied for or acquired by any Loan Party or 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 Effective Date); (c) as soon as available, and in any event no later than ninety (90) 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 104 quarter of such fiscal year, the related consolidated statements of projected cash flow, projected changes in financial position and projected income and a description of the underlying assumptions applicable thereto), and, as soon as available, significant revisions, if any, of such budget and projections (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer 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 understood that Projections are not to be viewed as fact and that actual results may differ 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 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) 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 five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which any Group Member may file with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law (including any Healthcare Laws) that, in each case, could reasonably be expected to have a Material Adverse Effect; (g) promptly upon receipt by any Group Member obtaining knowledge of the following, written notice thereof prepared in reasonable detail that any Group Member has become subject to any federal, state, local governmental or civil or criminal investigations or audits involving or related to its compliance with Healthcare Laws (including, without limitation, an inquiry or investigation of any Person having “ownership, financial or control interest” (as that phrase is defined in 42 C.F.R. 105 §420.201 et seq.) in any in any Group Member (other than routine audits in the ordinary course of business) in respect business that are not the result of any instrumentactual or alleged violations of Healthcare Laws) that could reasonably be expected to be material to the Group Members, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amounttaken as a whole; (ch) together concurrently with the delivery of the financial statements referred to in Section 6.1(a), updated certificates evidencing insurance coverage required to be maintained pursuant to Section 6.01(b)6.6, (i) a description of each event, condition or circumstance during together with any supplemental reports with respect thereto which 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 AgreementAdministrative Agent may reasonably request; and (di) 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 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 E▇▇▇▇ system or a successor system related thereto.106

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 E▇▇▇▇ system by facsimile or a successor system related thereto.electronic

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 concurrently with the delivery of any 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 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 (iv) to the extent not previously disclosed to the Administrative Agent, containing 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 since the date of the most recent Compliance Certificate delivered pursuant to this Section 6.2(b)(B). (c) as soon as available, and in any event no later than 75 days after the receipt end of each fiscal year of the Borrower (commencing with the fiscal year of the Borrower beginning on October 1, 2023), a detailed consolidated budget for the following fiscal year (including a projected consolidated balance sheet of 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 furnishing thereof, copies of misleading in any material requests 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 material notices received assumptions and that actual results during the period or periods covered by any such projections and forecasts may differ from projected or forecasted results); (d) promptly, and in any event within ten Business Days after receipt thereof by a Responsible Officer of any Loan Party or any Subsidiary thereof, copies of its Subsidiaries 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 ordinary course same are sent, copies of business) in respect each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness 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 Threshold Amountsame 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; (cf) together 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 6.01(b), (i) a description of each event, condition or circumstance during 6.5 and the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as terms of the date of delivery of such financial statements or a confirmation that there is no change in such information since Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which 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; andAdministrative Agent may reasonably request; (dh) 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 ; 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 E▇▇▇▇ system or a successor system related theretoBeneficial Ownership Regulation.

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 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 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 and (B) a Compliance Certificate (1) 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 fiscal year of the Borrower (other than compliance with Sections 7.1(a) and 7.1(b) with respect to the fiscal quarter ending March 31, 2020), as the case may be, and (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 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 (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, 2019), a detailed consolidated budget for the following fiscal year (ii) including a list projected consolidated balance US-DOCS\109358599.12 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 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’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 $7,500,000 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 Enterasys, or (ii) that could reasonably be expected to have a Material Adverse Effect; (g) concurrently with the delivery of the financial statements referred to in Section 6.1(a), a report of a reputable insurance broker with respect to the insurance coverage required to be maintained pursuant to Section 6.5 and the terms of the Loan DocumentsGuarantee and Collateral Agreement, together with any supplemental reports with respect thereto which the Administrative Agent may reasonably request; (h) by no later than three days prior to the effectiveness thereof, copies of substantially final drafts of any proposed amendment, supplement, waiver or other modification with respect to any ▇▇▇▇ ▇▇▇▇▇ Asset Acquisition Document; (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 AgentBeneficial Ownership Regulation. 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 E▇▇▇▇ system or a successor system related thereto.US-DOCS\109358599.12

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, (x) a Compliance Certificate containing all information and calculations necessary for determining compliance with any applicable financial covenant set forth in this Agreement referred to therein 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 the jurisdiction of any Loan Party, and (z) solely with respect to the delivery of financial statements pursuant to Section 6.1(a), unless requested to be delivered more frequently (but not more frequently than quarterly) a list of any registered Intellectual Property issued to, applied for or acquired by any Loan Party or 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 Effective Date); (c) as soon as available, and in any event no later than ninety (90) 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 (collectively, the “Projections”), which Projections shall in each case be accompanied by a certificate of a Responsible Officer 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 understood that Projections are not to be viewed as fact and that actual results may differ 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 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) 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 five (5) days after the same are filed, copies of all annual, regular, periodic and special reports and registration statements which any Group Member may file ny-2096649 v7 with the SEC under Section 13 or 15(d) of the Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five (5) days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law (including any Healthcare Laws) that, in each case, could reasonably be expected to have a Material Adverse Effect; (g) promptly upon receipt by any Group Member obtaining knowledge of the following, written notice thereof prepared in reasonable detail that any Group Member has become subject to any federal, state, local governmental or civil or criminal investigations or audits involving or related to its compliance with Healthcare Laws (including, without limitation, an inquiry or investigation of any Person having “ownership, financial or control interest” (as that phrase is defined in 42 C.F.R. §420.201 et seq.) in any in any Group Member (other than routine audits in the ordinary course of business) in respect business that are not the result of any instrumentactual or alleged violations of Healthcare Laws) that could reasonably be expected to be material to the Group Members, indenture, loan or credit or similar agreement relating to Indebtedness in excess of the Threshold Amounttaken as a whole; (ch) together concurrently with the delivery of the financial statements referred to in Section 6.1(a), updated certificates evidencing insurance coverage required to be maintained pursuant to Section 6.01(b)6.6, (i) a description of each event, condition or circumstance during together with any supplemental reports with respect thereto which 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 AgreementAdministrative Agent may reasonably request; and (di) 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 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 E▇▇▇▇ 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 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 E▇▇▇▇ system or a successor system related thereto.Group Members; and

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 E▇▇▇▇ 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 concurrently with the delivery of any 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 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 (iv) to the extent not previously disclosed to the Administrative Agent, containing 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 since the date of the most recent Compliance Certificate delivered pursuant to this Section 6.2(b)(B). (c) as soon as available, and in any event no later than 75 days after the receipt 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 (including a projected consolidated balance sheet of 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 furnishing thereof, copies of misleading in any material requests 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 material notices received assumptions and that actual results during the period or periods covered by any such projections and forecasts may differ from projected or forecasted results); (d) promptly, and in any event within ten Business Days after receipt thereof by a Responsible Officer of any Loan Party or any Subsidiary thereof, copies of its Subsidiaries 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 ordinary course same are sent, copies of business) in respect each annual report, proxy or financial statement or other material report that the Borrower sends to the holders of any instrument, indenture, loan or credit or similar agreement relating to Indebtedness 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 Threshold Amountsame 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; (cf) together 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 6.01(b), (i) a description of each event, condition or circumstance during 6.5 and the last Fiscal Quarter requiring a prepayment under Section 2.03(b), (ii) a list of Subsidiaries as terms of the date of delivery of such financial statements or a confirmation that there is no change in such information since Guarantee and Collateral Agreement, together with any supplemental reports with respect thereto which 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; andAdministrative Agent may reasonably request; (dh) 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 ; 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 E▇▇▇▇ system or a successor system related theretoBeneficial Ownership Regulation.

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 E▇▇▇▇ 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 concurrently with the delivery of any financial statements pursuant to Section 6.1, a Compliance Certificate of a Responsible Officer (i) stating that, to the best of such Responsible Officer’s knowledge, each Loan Party during such period has observed or performed all of its covenants and other agreements, and satisfied every condition contained in this Agreement and the other Loan Documents to which it is a party to be observed, performed or satisfied by it during such period, and that such Responsible Officer has obtained no knowledge of any Default or Event of Default except as specified in such Compliance Certificate, (ii) containing all information and calculations necessary for determining compliance by each Restricted Group Member with the provisions of this Agreement referred to therein as of the last day of the fiscal quarter or fiscal year 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 registered Intellectual Property or applications therefor issued to or filed or acquired by any Loan Party since the date of the most recent Compliance Certificate delivered pursuant to this clause (iii) (or, in the case of the first such report so delivered, since the Closing Date), and (iv) certifying as to the current list of Unrestricted Subsidiaries designated as such in accordance with the terms hereof; (c) as soon as available, and in any event no later than 90 days after the receipt beginning of each fiscal year of the Borrower, a reasonably detailed consolidated budget of the Borrower and its Restricted Subsidiaries for the following fiscal year (including a projected consolidated balance sheet of the Borrower and its Subsidiaries as of the end of such fiscal year, the related consolidated statements of projected cash flow, and 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 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 furnishing thereof, copies of misleading in any material requests or respect in light of circumstances in which they were made; it being further agreed that the Borrower shall deliver to the Administrative Agent within three (3) Business Days following any material notices received updates thereto delivered to the Borrower’s board of directors; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of its Subsidiaries 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 in routine comment letters from the ordinary course staff of business) in respect of any instrument, indenture, loan or credit or similar agreement the SEC relating to Indebtedness in excess of the Threshold AmountBorrower’s filings with the SEC); (ce) together within five (5) Business Days after the same are sent, copies of each annual report, proxy or financial statement or other material report or notice that the Borrower sends to the holders of any class of the Borrower’s debt holders or 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 the Borrower may file with the delivery SEC under Section 13 or 15(d) of the financial statements Exchange Act, or with any national securities exchange, and not otherwise required to be delivered to the Administrative Agent pursuant hereto; (f) upon request by the Administrative Agent, within five days after the same are sent or received, copies of all correspondence, reports, documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to Section 6.01(b), (i) have 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 material adverse effect on any of the date of delivery of such financial statements Governmental Approvals or a confirmation that there is no change in such information since otherwise on the later operations 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; andRestricted Group Members; (dg) promptly, such additional information regarding the businessoperations, legal, business affairs and financial or corporate affairs condition of any Loan Party the Borrower or any Subsidiary, Subsidiary 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 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 E▇▇▇▇ system or a successor system related thereto.