Common use of Lender Calls Clause in Contracts

Lender Calls. Within ten Business Days after the delivery of each set of consolidated financial statements referred to in Section 9.1(a) and 9.1(b) above (or such longer period as agreed by the Administrative Agent), to the extent requested by the Administrative Agent, a conference call (which may be password protected) to discuss such financial statements and operations for the relevant period (with the time and date of such conference call, together with all information necessary to access the call, to be 159 provided to the Administrative Agent no fewer than three Business Days prior to the date of such conference call, for posting on the Platform) (it being understood that any such conference call may be held jointly with the First Lien Administrative Agent and the Lenders (as defined in the First Lien Credit Agreement) under the First Lien Credit Agreement). Notwithstanding the foregoing, if no similar conference call(s) is required pursuant to the First Lien Credit Agreement then such conference call(s) pursuant to this Section 9.1(h) shall not be required. Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrowers and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrowers or (B) the Form 10-K or 10-Q, as applicable, of the Borrowers or any direct or indirect parent of the Borrower, as applicable, filed with the SEC; provided, that, with respect to each of subclauses (A) and (B) of this Section 9.1, to the extent such information relates to a direct or indirect parent of the Borrowers, such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrowers and the Restricted Subsidiaries on a standalone basis, on the other hand. Documents required to be delivered pursuant to this Section 9.1 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) the Borrowers post such documents, or provides a link thereto, on the Borrowers’ website on the Internet; (ii) such documents are posted on the Borrowers’ behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at wxx.xxx.xxx; provided, that, (A) the Borrower Representative shall, at the request of the Administrative Agent, continue to deliver copies (which delivery may be by electronic transmission) of such documents to the Administrative Agent and (B) the Borrower Representative shall notify (which notification may be by facsimile or electronic transmission) the Administrative Agent of the posting of any such documents on any website described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Lender Calls. Within ten 10 Business Days after the date the financial statements described in Sections 5.01(a) for any Fiscal Quarter are required to be delivered, the Borrower shall, to the extent requested by any Lender at least 5 Business Days prior to such deadline, hold a conference call (the reasonable costs of holding such call to be paid by the Borrower) with all Lenders who choose to attend such conference call, during which the Borrower shall review the financial results of such Fiscal Quarter and the financial condition of the Borrower and its subsidiaries with respect to the most recent Financial Plan delivered pursuant to Section 5.01(h) above; provided, that the Borrower may satisfy its obligations under this clause (o) by participating in a general “earnings” call in connection with the delivery of each set of consolidated the financial statements referred to in Section 9.1(a) and 9.1(b) above (or such longer period as agreed by the Administrative Agent5.01(a), to the extent requested by the Administrative Agent, a conference call (which may be password protected) to discuss such financial statements and operations for the relevant period (with the time and date of such conference call, together with all information necessary to access the call, to be 159 provided to the Administrative Agent no fewer than three Business Days prior to the date of such conference call, for posting on the Platform) (it being understood that any such conference call may be held jointly with the First Lien Administrative Agent and the Lenders (as defined in the First Lien Credit Agreement) under the First Lien Credit Agreement). Notwithstanding the foregoing, if no similar conference call(s) is required pursuant to the First Lien Credit Agreement then such conference call(s) pursuant to this Section 9.1(h) shall not be required. Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrowers and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrowers or (B) the Form 10-K or 10-Q, as applicable, of the Borrowers or any direct or indirect parent of the Borrower, as applicable, filed with the SEC; provided, that, with respect to each of subclauses (A) and (B) of this Section 9.1, to the extent such information relates to a direct or indirect parent of the Borrowers, such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrowers and the Restricted Subsidiaries on a standalone basis, on the other hand. Documents required to be delivered pursuant to this Section 9.1 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) on which the Borrowers post Borrower (or a representative thereof) (x) posts or files such documents, documents or (y) provides a link thereto, in each case, on EXXXX at wxx.xxx.xxx (or other successor government website that is freely and readily available to the Borrowers’ Administrative Notice) or at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(m) above, the InternetBorrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the foregoing website addresses and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are posted delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrowers’ behalf Borrower on IntraLinks/IntraAgency SyndTrak or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), ; or (iii) on which such financial statements and/or other documents are posted faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent). The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive MNPI with respect to the Borrower and its Restricted Subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to any such Persons’ securities. The Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the SEC’s website on the internet at wxx.xxx.xxxfirst page thereof; provided, that, (Ax) by marking Borrower Materials “PUBLIC,” the Borrower Representative shall, at the request of shall be deemed to have authorized the Administrative Agent, continue the Arrangers, the L/C Issuers and the Lenders to deliver copies treat such Borrower Materials as not containing any MNPI (which delivery although it may be by electronic transmissionsensitive and proprietary) (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of such documents to the Platform designated “Public Side Information;” and (z) the Administrative Agent and (B) the Arrangers shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower Representative shall notify not be under any obligation to mxxx any Borrower Materials “PUBLIC.” The Borrower agrees that (which notification i) any Loan Documents, (ii) any financial statements delivered pursuant to Section 5.01 and (iii) any Compliance Certificates (excluding any annual budget required to be delivered pursuant to Section 5.01(h) to the extent attached to any Compliance Certificate) delivered pursuant to Section 5.01(c) will, in each case, be deemed to be “public-side” Borrower Materials and may be by facsimile or electronic transmissionmade available to Public Lenders; provided, however, that to the extent the Borrower believes in good faith that any Compliance Certificate (excluding any annual budget) contains MNPI, and the Borrower so advises the Administrative Agent in writing at the time of the posting of any such documents on any website described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from Compliance Certificate, such Compliance Certificate shall not be deemed to be “public-side” Borrower Materials, but the Borrower shall promptly provide the Administrative Agent and maintaining its copies with a version of such documentsCompliance Certificate that redacts any portions thereof that contain MNPI so that such redacted version may be “public-side” Borrower Material.

Lender Calls. Within ten Business Days after Following receipt by the delivery Borrower of each set of consolidated financial statements referred to in Section 9.1(a) and 9.1(b) above (or such longer period as agreed a request by the Administrative AgentAgent (which request may only be given by the Administrative Agent to the Borrower no later than 30 days following delivery of the Annual Financial Statements pursuant to Section 5.04(a)), use commercially reasonable efforts to hold an update call (which call shall take place on or prior to the Property in an aggregate outstanding principal amount not to exceed, at the time of incurrence of such Indebtedness (and after giving effect thereto), and together with the Remaining Present Value of outstanding leases entered into pursuant to Section 6.03, the greater of (i) $75.0 million and (ii) 4.5% of Consolidated Total Assets as of the end of the fiscal quarter immediately prior to the date such Indebtedness is incurred for which Required Financial Statements have been delivered pursuant to Section 5.04, and any Permitted Refinancing Indebtedness incurred to Refinance such Indebtedness; provided that (i) such Indebtedness shall be incurred within 270 days after the acquisition, lease or improvement of the property that is the subject of such Indebtedness and (ii) the Remaining Present Value of outstanding leases entered into pursuant to Section 6.03 shall not apply for purposes of calculating Permitted Indebtedness under this clause (j) or permitted Sale and Lease-Back Transactions under Section 6.03 if the proceeds of the related Sale and Lease-Back Transactions are used to prepay Term Loans or Revolving Loans or FILO Loans or any Incremental Revolving Commitments (in each case, to the extent requested commitments in respect thereof are permanently reduced by the Administrative Agent, a conference call (which may be password protected) to discuss such financial statements and operations for the relevant period (with the time and date amount of such conference call, together with all information necessary to access the call, to be 159 provided to the Administrative Agent no fewer than three Business Days prior to the date of such conference call, for posting on the Platform) (it being understood that any such conference call may be held jointly with the First Lien Administrative Agent and the Lenders (as defined in the First Lien Credit Agreement) under the First Lien Credit Agreementprepayments). Notwithstanding the foregoing, if no similar conference call(s) is required pursuant to the First Lien Credit Agreement then such conference call(s) pursuant to this Section 9.1(h) shall not be required. Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrowers and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrowers or (B) the Form 10-K or 10-Q, as applicable, of the Borrowers or any direct or indirect parent of the Borrower, as applicable, filed with the SEC; provided, that, with respect to each of subclauses (A) and (B) of this Section 9.1, to the extent such information relates to a direct or indirect parent of the Borrowers, such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrowers and the Restricted Subsidiaries on a standalone basis, on the other hand. Documents required to be delivered pursuant to this Section 9.1 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) the Borrowers post such documents, or provides a link thereto, on the Borrowers’ website on the Internet; (ii) such documents are posted on the Borrowers’ behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at wxx.xxx.xxx; provided, that, (A) the Borrower Representative shall, at the request of the Administrative Agent, continue to deliver copies (which delivery may be by electronic transmission) of such documents to the Administrative Agent and (B) the Borrower Representative shall notify (which notification may be by facsimile or electronic transmission) the Administrative Agent of the posting of any such documents on any website described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.;

Lender Calls. Within ten 10 Business Days after the date the financial statements described in Sections 5.01(a) for any Fiscal Quarter are required to be delivered, the Borrower shall, to the extent requested by any Lender at least 5 Business Days prior to such deadline, hold a conference call (the reasonable costs of holding such call to be paid by the Borrower) with all Lenders who choose to attend such conference call, during which the Borrower shall review the financial results of such Fiscal Quarter and the financial condition of the Borrower and its subsidiaries with respect to the most recent Financial Plan delivered pursuant to Section 5.01(h) above; provided, that the Borrower may satisfy its obligations under this clause (o) by participating in a general “earnings” call in connection with the delivery of each set of consolidated the financial statements referred to in Section 9.1(a) and 9.1(b) above (or such longer period as agreed by the Administrative Agent5.01(a), to the extent requested by the Administrative Agent, a conference call (which may be password protected) to discuss such financial statements and operations for the relevant period (with the time and date of such conference call, together with all information necessary to access the call, to be 159 provided to the Administrative Agent no fewer than three Business Days prior to the date of such conference call, for posting on the Platform) (it being understood that any such conference call may be held jointly with the First Lien Administrative Agent and the Lenders (as defined in the First Lien Credit Agreement) under the First Lien Credit Agreement). Notwithstanding the foregoing, if no similar conference call(s) is required pursuant to the First Lien Credit Agreement then such conference call(s) pursuant to this Section 9.1(h) shall not be required. Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrowers and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrowers or (B) the Form 10-K or 10-Q, as applicable, of the Borrowers or any direct or indirect parent of the Borrower, as applicable, filed with the SEC; provided, that, with respect to each of subclauses (A) and (B) of this Section 9.1, to the extent such information relates to a direct or indirect parent of the Borrowers, such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrowers and the Restricted Subsidiaries on a standalone basis, on the other hand. Documents required to be delivered pursuant to this Section 9.1 5.01 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) on which the Borrowers post Borrower (or a representative thereof) (x) posts or files such documents, documents or (y) provides a link thereto, in each case, on XXXXX at xxx.xxx.xxx (or other successor government website that is freely and readily available to the Borrowers’ Administrative Notice) or at the website address listed on Schedule 9.01; provided that, other than with respect to items required to be delivered pursuant to Section 5.01(m) above, the InternetBorrower shall promptly notify (which notice may be by facsimile or electronic mail) the Administrative Agent of the posting of any such documents at the foregoing website addresses and provide to the Administrative Agent by electronic mail electronic versions (i.e., soft copies) of such documents; (ii) on which such documents are posted delivered by the Borrower to the Administrative Agent for posting on behalf of the Borrowers’ behalf Borrower on IntraLinks/IntraAgency SyndTrak or another relevant website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), ; or (iii) on which such financial statements and/or other documents are posted faxed to the Administrative Agent (or electronically mailed to an address provided by the Administrative Agent). The Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arrangers will make available to the Lenders materials and/or information provided by or on behalf of the Borrower hereunder (collectively, “Borrower Materials”) by posting the Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may have personnel who do not wish to receive MNPI with respect to the Borrower and its Restricted Subsidiaries, or the respective securities of any of the foregoing, and who may be engaged in investment and other market-related activities with respect to any such Persons’ securities. The 103 Borrower hereby agrees that it will use commercially reasonable efforts to identify that portion of the Borrower Materials that may be distributed to the Public Lenders and that (w) all such Borrower Materials shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the SEC’s website on the internet at wxx.xxx.xxxfirst page thereof; provided, that, (Ax) by marking Borrower Materials “PUBLIC,” the Borrower Representative shall, at the request of shall be deemed to have authorized the Administrative Agent, continue the Arrangers, the L/C Issuers and the Lenders to deliver copies treat such Borrower Materials as not containing any MNPI (which delivery although it may be by electronic transmissionsensitive and proprietary) (provided, however, that to the extent such Borrower Materials constitute Information, they shall be treated as set forth in Section 9.13); (y) all Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of such documents to the Platform designated “Public Side Information;” and (z) the Administrative Agent and (B) the Arrangers shall treat any Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Side Information.” Notwithstanding the foregoing, the Borrower Representative shall notify not be under any obligation to mark any Borrower Materials “PUBLIC.” The Borrower agrees that (which notification i) any Loan Documents, (ii) any financial statements delivered pursuant to Section 5.01 and (iii) any Compliance Certificates (excluding any annual budget required to be delivered pursuant to Section 5.01(h) to the extent attached to any Compliance Certificate) delivered pursuant to Section 5.01(c) will, in each case, be deemed to be “public-side” Borrower Materials and may be by facsimile or electronic transmissionmade available to Public Lenders; provided, however, that to the extent the Borrower believes in good faith that any Compliance Certificate (excluding any annual budget) contains MNPI, and the Borrower so advises the Administrative Agent in writing at the time of the posting of any such documents on any website described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from Compliance Certificate, such Compliance Certificate shall not be deemed to be “public-side” Borrower Materials, but the Borrower shall promptly provide the Administrative Agent and maintaining its copies with a version of such documentsCompliance Certificate that redacts any portions thereof that contain MNPI so that such redacted version may be “public-side” Borrower Material.

Lender Calls. Within ten Business Days after the delivery of each set of consolidated financial statements referred to in Section 9.1(a) and 9.1(b) above (or such longer period as agreed by the Administrative Agent), to the extent requested by the Administrative Agent, a conference call (which may be password protected) to discuss such financial statements and operations for the relevant period (with the time and date of such conference call, together with all information necessary to access the call, to be 159 provided to the Administrative Agent no fewer than three Business Days prior to the date of such conference call, for posting on the Platform) (it being understood that any such conference call may be held jointly with the First Lien Administrative Agent and the Lenders (as defined in the First Lien Credit Agreement) under the First Lien Credit Agreement). Notwithstanding the foregoing, if no similar conference call(s) is required pursuant to the First Lien Credit Agreement then such conference call(s) pursuant to this Section 9.1(h) shall not be required. Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrowers Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrowers Borrower or (B) the Form 10-K or 10-Q, as applicable, of the Borrowers Borrower or any direct or indirect parent of the Borrower, as applicable, filed with the SEC; provided, that, with respect to each of subclauses (A) and (B) of this Section 9.1, to the extent such information relates to a direct or indirect parent of the BorrowersBorrower, such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrowers Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand. Documents required to be delivered pursuant to clauses (a), (b), and (f) of this Section 9.1 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) the Borrowers post Borrower posts such documents, or provides a link thereto, on the Borrowers’ Borrower’s website on the Internet; (ii) such documents are posted on the Borrowers’ Borrower’s behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at wxx.xxx.xxxxxx.xxx.xxx; provided, that, (A) the Borrower Representative shall, at the request of the Administrative Agent, continue to deliver copies (which delivery may be by electronic transmission) of such documents to the Administrative Agent and (B) the Borrower Representative shall notify (which notification may be by facsimile or electronic transmission) the Administrative Agent of the posting of any such documents on any website described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Lender Calls. Within ten Business Days after the delivery of each set of consolidated financial statements referred Prior to in Section 9.1(a) and 9.1(b) above (or such longer period as agreed by the Administrative Agent)an IPO, to the extent requested by the Administrative Agent, a the Borrower shall conduct quarterly conference call (which may be password protected) to discuss such financial statements and operations for calls with management of the relevant period (with the time and date of such conference call, together with all information necessary to access the call, to be 159 provided to the Administrative Agent no fewer than three Business Days prior to the date of such conference call, for posting on the Platform) (it being understood that any such conference call may be held jointly with the First Lien Administrative Agent Borrower and the Lenders (at such times as defined in reasonably agreed by the First Lien Credit AgreementBorrower and the Administrative Agent) under to discuss the First Lien Credit Agreement). Notwithstanding the foregoing, if no similar conference call(s) is required pursuant to the First Lien Credit Agreement then such conference call(s) pursuant to this Section 9.1(h) shall not be required. Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information performance of the Borrowers Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrowers or (B) the Form 10-K or 10-Q, as applicable, of the Borrowers or any direct or indirect parent of the Borrower, as applicable, filed with the SEC; provided, that, with respect to each of subclauses (A) and (B) of this Section 9.1, to the extent such information relates to a direct or indirect parent of the Borrowers, such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrowers and the Restricted Subsidiaries on a standalone basis, on the other handSubsidiaries. Documents required to be delivered pursuant to clauses (a), (b), and (g) of this Section 9.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) the Borrowers post Borrower posts such documents, or provides a link thereto, thereto on the Borrowers’ Borrower’s website on the Internet; (ii) such documents are posted on the Borrowers’ Borrower’s behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at wxx.xxx.xxxxxx.xxx.xxx; provided, that, provided that (A) the Borrower Representative shall, at the request of the Administrative Agent, continue to deliver copies (which delivery may be by electronic transmission) of such documents to the Administrative Agent and (B) the Borrower Representative shall notify (which notification may be by facsimile or electronic transmission) the Administrative Agent of the posting of any such documents on any website described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents. Notwithstanding the foregoing, the obligations in paragraphs (a) and (b) of this Section may be satisfied with respect to financial information of the Borrower and its Restricted Subsidiaries by furnishing (A) the Form 10-K or 10-Q (or the equivalent), as applicable, of the Borrower (or a parent company thereof) filed with the SEC or with a similar regulatory authority in a foreign jurisdiction or (B) the applicable financial statements of Holdings (or any direct or indirect parent of Holdings); provided that to the extent such information relates to a parent of the Borrower, such information is accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrower and its Restricted Subsidiaries on a stand-alone basis, on the other hand. Each Credit Party hereby acknowledges and agrees that, unless the Borrower notifies the Administrative Agent in advance, all financial statements and certificates furnished pursuant to Sections 9.1(a), (b) and (d) above are hereby deemed to be suitable for distribution, and to be made available, to all Lenders and may be treated by the Administrative Agent and the Lenders as not containing any material nonpublic information.

Lender Calls. Within ten Business Days after the delivery of each set of consolidated financial statements referred to in Section 9.1(a) and 9.1(b) above (or such longer period as agreed by the Administrative Agent), to the extent requested by the Administrative Agent, a conference call (which may be password protected) to discuss such financial statements and operations for the relevant period (with the time and date of such conference call, together with all information necessary to access the call, to be 159 provided to the Administrative Agent no fewer than three Business Days prior to the date of such conference call, for posting on the Platform) (it being understood that any such conference call may be held jointly with the First Lien Administrative Agent and the Lenders (as defined in the First Lien Credit Agreement) under the First Lien Credit Agreement). Notwithstanding the foregoing, if no similar conference call(s) is required pursuant to the First Lien Credit Agreement then such conference call(s) pursuant to this Section 9.1(h) shall not be required. Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrowers and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrowers or (B) the Form 10-K or 10-Q, as applicable, of the Borrowers or any direct or indirect parent of the Borrower, as applicable, filed with the SEC; provided, that, with respect to each of subclauses (A) and (B) of this Section 9.1, to the extent such information relates to a direct or indirect parent of the Borrowers, such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrowers and the Restricted Subsidiaries on a standalone basis, on the other hand. Documents required to be delivered pursuant to this Section 9.1 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) the Borrowers post such documents, or provides a link thereto, on the Borrowers’ website on the Internet; (ii) such documents are posted on the Borrowers’ behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at wxx.xxx.xxxxxx.xxx.xxx; provided, that, (A) the Borrower Representative shall, at the request of the Administrative Agent, continue to deliver copies (which delivery may be by electronic transmission) of such documents to the Administrative Agent and (B) the Borrower Representative shall notify (which notification may be by facsimile or electronic transmission) the Administrative Agent of the posting of any such documents on any website described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.and

Lender Calls. Within ten Business Days after the delivery of each set of consolidated financial statements referred to in Section 9.1(a) and 9.1(b) above (or such longer period as agreed by the Administrative Agent), to the extent requested by the Administrative Agent, a conference call (which may be password protected) to discuss such financial statements and operations for the relevant period (with the time and date of such conference call, together with all information necessary to access the call, to be 159 provided to the Administrative Agent no fewer than three Business Days prior to the date of such conference call, for posting on the Platform) (it being understood that any such conference call may be held jointly with the First Lien Administrative Agent and the Lenders (as defined in the First Lien Credit Agreement) under the First Lien Credit Agreement). Notwithstanding the foregoing, if no similar conference call(s) is required pursuant to the First Lien Credit Agreement then such conference call(s) pursuant to this Section 9.1(h) shall not be required. Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrowers Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrowers Borrower or (B) the Form 10-K or 10-Q, as applicable, of the Borrowers Borrower or any direct or indirect parent of the Borrower, as applicable, filed with the SEC; provided, that, with respect to each of subclauses (A) and (B) of this Section 9.1, to the extent such information relates to a direct or indirect parent of the BorrowersBorrower, such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrowers Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand. Documents required to be delivered pursuant to clauses (a), (b), and (f) of this Section 9.1 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) the Borrowers post Borrower posts such documents, or provides a link thereto, on the Borrowers’ Borrower’s website on the Internet; (ii) such documents are posted on the Borrowers’ Borrower’s behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at wxx.xxx.xxxxxx.xxx.xxx; provided, that, (A) the Borrower Representative shall, at the request of the Administrative Agent, continue to deliver copies (which delivery may be by electronic transmission) of such documents to the Administrative Agent and (B) the Borrower Representative shall notify (which notification may be by facsimile or electronic transmission) the Administrative Agent of the posting of any such documents on any website 210 LEGAL_US_E # 167910103.1167910103.8 described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.

Lender Calls. Within ten Business Days after Solely to the delivery extent required by holders of each set debt securities of consolidated the Borrower, the Borrower shall conduct a conference call that the Lenders may attend to discuss the financial condition and results of operations of the Borrower and its Restricted Subsidiaries for the most recently ended measurement period for which financial statements referred have been delivered pursuant to in Section 9.1(a) ), at a date and 9.1(b) above (or such longer period as agreed time to be determined by the Borrower with reasonable advance notice to the Administrative Agent), to ; provided that if the extent requested by the Administrative Agent, Borrower is holding a conference call (which may be password protected) open to the public to discuss such the financial condition and results of operations of the Borrower and its Restricted Subsidiaries for the most recently ended measurement period for which financial statements and operations have been delivered pursuant to Section 9.1(a), the Borrower will not be required to hold a second, separate call for the relevant period (with Lenders as long as the time and date of Lenders are provided access to such conference call, together with all information necessary to access the call, to be 159 provided to the Administrative Agent no fewer than three Business Days prior to the date of such conference call, for posting on the Platform) (it being understood that any such initial conference call may be held jointly with the First Lien Administrative Agent and the Lenders (as defined in the First Lien Credit Agreement) under the First Lien Credit Agreement). Notwithstanding the foregoing, if no similar conference call(s) is required pursuant ability to the First Lien Credit Agreement then such conference call(s) pursuant to this Section 9.1(h) shall not be requiredask questions thereon. Notwithstanding the foregoing, the obligations in clauses (a) and (b) of this Section 9.1 may be satisfied with respect to financial information of the Borrowers Borrower and the Restricted Subsidiaries by furnishing (A) the applicable financial statements of any direct or indirect parent of the Borrowers Borrower or (B) the Form 10-K or 10-Q, as applicable, of the Borrowers Borrower or any direct or indirect parent of the Borrower, as applicable, filed with the SEC; provided, provided that, with respect to each of subclauses (A) and (B) of this Section 9.1, to the extent such information relates to a direct or indirect parent of the BorrowersBorrower, such information is accompanied by unaudited consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Borrowers Borrower and the Restricted Subsidiaries on a standalone basis, on the other hand. Documents required to be delivered pursuant to clauses (a), (b), and (f) of this Section 9.1 may be delivered electronically and if so delivered, shall be deemed to have been delivered on the earliest date on which (i) the Borrowers post Borrower posts such documents, or provides a link thereto, on the Borrowers’ Borrower’s website on the Internet; (ii) such documents are posted on the Borrowers’ Borrower’s behalf on IntraLinks/IntraAgency or another website, if any, to which each Lender and the Administrative Agent have access (whether a commercial, third-party website or whether sponsored by the Administrative Agent), or (iii) such financial statements and/or other documents are posted on the SEC’s website on the internet at wxx.xxx.xxxxxx.xxx.xxx; provided, that, (A) the Borrower Representative shall, at the request of the Administrative Agent, continue to deliver copies (which delivery may be by electronic transmission) of such documents to the Administrative Agent and (B) the Borrower Representative shall notify (which notification may be by facsimile or electronic transmission) the Administrative Agent of the posting of any such documents on any website described in this paragraph. Each Lender shall be solely responsible for timely accessing posted documents or requesting delivery of paper copies of such documents from the Administrative Agent and maintaining its copies of such documents.