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

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (g), to the relevant Lender): (a) [reserved]; (b) concurrently with the delivery of any financial statements pursuant to (i) Section 6.1, (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 (ii) Section 6.1(a), starting with the financial statements to be delivered for fiscal year 2021, to the extent not previously disclosed to the Administrative Agent, a list of any U.S. 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 (or, in the case of the first such report so delivered, since the Closing Date) (excluding any Excluded Assets and any issuances or registrations of Intellectual Property on applications that were included in a previous Intellectual Property Security Agreement or a previous report delivered pursuant to this clause); (c) [reserved]; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereof, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof (other than routine comment letters from the staff of the SEC relating to 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 or maintenance of Governmental Approvals or Requirements of Law that could reasonably be expected to have a Material Adverse Effect on any of the Governmental Approvals or otherwise on the operations of the Group Members; and (g) promptly, such additional financial and other information as the Administrative Agent or any Lender making such request through the Administrative Agent may from time to time reasonably request with respect to Holdings and its Subsidiaries.

Certificates; Reports; Other Information. Furnish (or, in the case of clause (a), use commercially reasonable efforts to furnish) to the Administrative Agent, for distribution to each Lender (or, in the case of clause (gk), to the relevant Lender): (a) [reserved]; (b) concurrently with within 5 Business Days of the delivery of any financial statements pursuant to (i) deadlines set forth in Section 6.1, (xi) 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) 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 Holdings, and (yiii) in the case of financial statements delivered pursuant to Section 6.1(a), updated insurance certificates evidencing the extent not previously disclosed insurance coverage required to be maintained pursuant to Section 6.6, together with any supplemental reports with respect thereto which the Administrative AgentAgent may reasonably request; (c) within 90 days after the end of each fiscal year of Holdings, a description (i) annual operating budgets (including income statements, balance sheets and cash flow statements, by quarter) for the upcoming fiscal year of any change in the jurisdiction of organization of any Loan PartyHoldings, and (ii) Section 6.1(a), starting with annual financial projections for the financial statements to be delivered for following fiscal year 2021(on a quarterly basis) as reviewed by Holdings’ board of directors, to the extent not previously disclosed to the Administrative Agent, a list of together with any U.S. 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 (or, related business forecasts used in the case preparation of the first such report so delivered, since the Closing Date) (excluding any Excluded Assets and any issuances or registrations of Intellectual Property on applications that were included in a previous Intellectual Property Security Agreement or a previous report delivered pursuant to this clause); (c) [reserved]annual financial projections; (d) promptly, and in any event within five (5) Business Days after receipt thereof by any Loan Party or any Subsidiary thereofGroup Member, copies of each notice or other correspondence received from the SEC (or comparable agency in any applicable non-U.S. jurisdiction) concerning any investigation or possible investigation or other inquiry by such agency regarding financial or other operational results of any Loan Party or any Subsidiary thereof Group Member (other than routine comment letters from the staff of the SEC relating to 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 a Group Member sends to the holders of any class of any Group Member’s debt securities its Indebtedness 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; provided that, to the extent any such documents are included in materials otherwise filed with the SEC, such documents shall be deemed to have been delivered on the date on which the Borrower files such documents with the SEC and such documents are publicly available on the SEC’s ▇▇▇▇▇ filing system or any successor thereto, if any; (f) upon reasonable request by the Administrative Agent, within five days (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; and (g) promptly, such additional financial and other information as the Administrative Agent or any Lender making such request through the Administrative Agent may from time to time reasonably request with respect to Holdings and its Subsidiariesthe Group Members.