Common use of Provision of Financial Information Clause in Contracts

Provision of Financial Information. (a) Whether or not the Parent is then required to file reports with the SEC, the Parent shall file with the SEC all such reports and other information as it would be required to file with the SEC by Sections 13(a) or 15(d) under the Exchange Act if it was subject thereto; provided, however, that, if filing such documents by Parent with the SEC is not permitted under the Exchange Act, the Parent shall, within 15 days after the time Parent would be required to file such information with the SEC if it were subject to Section 13 or 15(d) under the Exchange Act, provide such documents and reports to the Trustee and upon written request supply copies of such documents and reports to any Holder, prospective Holder or securities analyst and shall post such documents and reports on the Parent’s public website. The Parent shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Delivery of such information, documents and reports to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ and their Restricted Subsidiaries’ compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall have no duty to monitor whether any such filings on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) have been made. The Trustee shall have no duty to review or analyze reports, information and documents delivered to it. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Parent’s compliance with the covenants or with respect to any reports or other documents posted on Parent’s public website, or participate on any conference calls. (b) So long as permitted by the SEC, at any time that either (x) one or more Subsidiaries of the Parent is an Unrestricted Subsidiary or (y) the Parent holds directly any material assets (including Capital Stock) other than the Capital Stock of its Restricted Subsidiaries, then the quarterly and annual financial information required by this covenant shall include a reasonably detailed presentation, either in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or any other comparable section, of the financial condition and results of operations of the Issuers and their Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries and other material assets of the Issuers. (c) The Parent shall also, within a reasonably prompt period of time following the disclosure of the annual and quarterly information required above, conduct a conference call with respect to such information and results of operations for the relevant reporting period. No fewer than three Business Days prior to the date of the conference call required to be held in accordance with the preceding sentence, the Parent shall issue a press release to the appropriate internationally recognized wire services announcing the date that such information shall be available and the time and date of such conference call. (d) For the avoidance of doubt, to the extent any information is not provided within the time periods specified in this Section 4.3 and such information is subsequently provided, the Parent shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.

Provision of Financial Information. (a) Whether or not the Parent Guarantor is then required subject to file reports with the SEC, the Parent shall file with the SEC all such reports and other information as it would be required to file with the SEC by Sections 13(a) reporting requirements of Section 13 or Section 15(d) under of the Exchange Act if it was subject thereto; providedAct, however, that, if filing such documents to the extent not prohibited by Parent with the SEC is not permitted under the Exchange Act, the Parent shallGuarantor will file with the SEC, and deliver to the Trustee and make available to the Holders without cost to any Holder, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation within 15 days after the time periods specified therein with respect to a non-accelerated filer. In the event that the Parent would be required Guarantor is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Parent Guarantor will nevertheless deliver such Exchange Act information to the Trustee and make available to the Holders without cost to any Holder as if it the Parent Guarantor were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and applicable to a U.S. corporation within the time periods specified therein with respect to a non-accelerated filer. (b) If the Parent Guarantor has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the financial information required will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, or in any accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Parent Guarantor and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (c) Any direct or indirect parent entity of the Parent Guarantor may satisfy the obligations of the Parent Guarantor set forth in this Section 3.10 by providing the requisite financial and other information of such parent entity instead of the Parent Guarantor so long as (i) the Parent Guarantor is a Wholly-Owned Subsidiary of such parent entity and (ii) such parent entity does not conduct any business other than the holding of Equity Interests of the Parent Guarantor, does not have any material liabilities other than liabilities of the Parent Guarantor, does not own any material assets other than the Equity Interests of the Parent Guarantor and does not generate or derive any material revenues other than the revenues of the Parent Guarantor; provided that to the extent such parent entity holds assets (other than its direct or indirect interest in the Parent Guarantor) that exceeds the lesser of (x) 0.5% of the total assets of such parent entity and (y) 0.5% of the total revenue for the preceding fiscal year of such parent entity, then such information related to such parent entity shall be accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the differences between the information of such parent entity, on the one hand, and the information relating to the Parent Guarantor and its Subsidiaries on a stand-alone basis, on the other hand. (d) The availability of the foregoing materials on the SEC’s website or on the Parent Guarantor’s (or its parent entity’s) website shall be deemed to satisfy the foregoing delivery obligations to the Holders. (e) For so long as any Notes remain outstanding and constitute “restricted securities” under Rule 144, if the Parent Guarantor is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, provide such documents and reports the Parent Guarantor will furnish to the Holders, and to securities analysts and bona fide prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (f) In addition, no later than five Business Days after the date the annual and quarterly financial information for the prior fiscal period have been filed or furnished pursuant to Section 3.10(a) (or customary earnings releases in respect thereof), the Parent Guarantor (or its parent entity) shall also hold live quarterly conference calls (which may be the same call held by the Parent Guarantor (or its parent entity) for its public equity holders). (g) The Trustee shall have no obligation to determine if and upon written request supply copies when the reports, information and documents of such documents the Parent Guarantor are filed with the SEC via the XXXXX system and reports to any Holder, prospective Holder or securities analyst and shall post such documents and reports available on the ParentSEC’s public XXXXX website or available on the Issuer’s website. The Parent shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. . (h) Delivery of such informationreports, information and documents and reports to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ and their Restricted Subsidiaries’ Issuer’s compliance with any of the its covenants hereunder (as to which the Trustee is entitled to rely exclusively conclusively on Officers’ Certificates). The Trustee shall have is under no duty to monitor whether any examine such filings on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) have been made. The Trustee shall have no duty to review or analyze reports, information and or documents delivered to it. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Parent’s ensure compliance with the covenants provision of this Indenture or with respect to any reports ascertain the correctness or other documents posted on Parent’s public website, or participate on any conference calls. (b) So long as permitted by the SEC, at any time that either (x) one or more Subsidiaries otherwise of the Parent is an Unrestricted Subsidiary information or (y) the Parent holds directly any material assets (including Capital Stock) other than the Capital Stock of its Restricted Subsidiaries, then the quarterly and annual financial information required by this covenant shall include a reasonably detailed presentation, either in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or any other comparable section, of the financial condition and results of operations of the Issuers and their Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries and other material assets of the Issuersstatements contained therein. (c) The Parent shall also, within a reasonably prompt period of time following the disclosure of the annual and quarterly information required above, conduct a conference call with respect to such information and results of operations for the relevant reporting period. No fewer than three Business Days prior to the date of the conference call required to be held in accordance with the preceding sentence, the Parent shall issue a press release to the appropriate internationally recognized wire services announcing the date that such information shall be available and the time and date of such conference call. (d) For the avoidance of doubt, to the extent any information is not provided within the time periods specified in this Section 4.3 and such information is subsequently provided, the Parent shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.

Provision of Financial Information. (a) Whether This Section 2.26 shall override and supersede in its entirety Section 704 of the Indenture. (b) So long as the Notes are outstanding and whether or not required by the Parent is then required to file reports with the SECCommission, the Parent shall file with Guarantor will furnish to the SEC Trustee within 15 days of the time periods specified in the Commission’s rules and regulations: (i) all such reports annual and other quarterly financial information as it that would be required to file be contained in filings with the SEC Commission on Forms 10-K and 10-Q if the Parent Guarantor were required to file those filings, including a related “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the certified independent accountants of the Parent Guarantor; and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Parent Guarantor and the Issuer were required to file such reports. (c) If the Parent Guarantor is not subject to Sections 13(a) or 13 and 15(d) under the Exchange Act if it was subject thereto; provided, however, that, if filing such documents by Parent with the SEC is not permitted under of the Exchange Act, the Parent shall, within 15 days after the time Parent would be required to file such information with the SEC if it were subject to Section 13 or 15(dGuarantor will (A) under the Exchange Act, provide such documents and reports furnish to the Trustee and upon written request supply copies Holders of such documents and reports to any Holder, prospective Holder or securities analyst and shall post such documents and reports on the Parent’s public website. The Parent shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such HolderNotes, without cost to such HolderHolders, copies a copy of such the information and reports referred to in clause (b) above within 15 days of the time periods specified in the Commission’s rules and other informationregulations, and (B) upon written request and payment of the reasonable cost of duplication and delivery, promptly supply to any prospective Holder of the Notes a copy of the information and reports referred to in clause (b). The Parent Guarantor will be deemed to have satisfied the obligation to deliver the foregoing financial information if the information is filed on the Commission’s XXXXX system in the timeframes otherwise applicable for delivery to the Trustee, to Holders or prospective Holders, as the case may be. Delivery of such informationreports, information and documents and reports to the Trustee is shall be for informational information purposes only and the Trustee’s receipt of such shall not not, in the absence of gross negligence, bad faith or willful misconduct on its part, constitute constructive notice of any information contained therein or determinable from information contained therein, including each of the Issuers’ Issuer’s and their Restricted Subsidiaries’ Parent Guarantor’s compliance with any of the its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall have no duty sole remedy for an Event of Default relating to monitor whether any such filings on the Electronic Data Gathering, Analysis, failure to comply with the reporting obligations described in this Section 2.26 and Retrieval system (“XXXXX”) have been made. The Trustee shall have no duty relating to review or analyze reports, information and documents delivered to it. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Parent’s compliance with the covenants requirements of Section 314(a)(1) of the Trust Indenture Act, will for the 365 days after the occurrence of such an Event of Default (as further provided below) consist exclusively of the right to receive Additional Interest on the Notes at an annual rate equal to 0.50% of the principal amount of the Notes. This Additional Interest will be in addition to any Additional Interest that may accrue as a result of a Registration Default as described in the Registration Rights Agreement and will be payable in the same manner as Additional Interest accruing as a result of a Registration Default; provided, however, that in no event shall Additional Interest for an Event of Default relating to the failure to comply with the reporting obligations described in this Section 2.26 and for any failure to comply with the requirements of Section 314(a)(1) of the Trust Indenture Act together with Additional Interest as a result of a Registration Default exceed an annual rate of 0.75% of the principal amount of the Notes. The Additional Interest payable as a result of an Event of Default relating to the failure to comply with the reporting obligations described in this Section 2.26 will accrue on all Outstanding Notes from and including the date on which an Event of Default relating to a failure to comply with the reporting obligations described in this Section 2.26 first occurs to but not including the 365th day thereafter (or such earlier date on which the Event of Default relating to the reporting obligations described in this Section 2.26 shall have been cured or waived). On such 365th day (or earlier, if the Event of Default relating to the reporting obligations described in this Section 2.26 is cured or waived prior to such 365th day), such Additional Interest will cease to accrue. If the Event of Default relating to the failure to comply with the reporting obligations described in this Section 2.26 is continuing on or after such 365th day, the Notes will be subject to acceleration as provided above. This Section 2.26 will not affect the rights of Holders of Notes in the event of the occurrence of any other Event of Default and will have no effect on the rights of Holders of Notes under the Registration Rights Agreement (except, in each case, as set forth above with respect to any reports or other documents posted on Parent’s public website, or participate on any conference callsthe maximum amount of Additional Interest payable hereunder and Additional Interest payable under the Registration Rights Agreement). (b) So long as permitted by the SEC, at any time that either (x) one or more Subsidiaries of the Parent is an Unrestricted Subsidiary or (y) the Parent holds directly any material assets (including Capital Stock) other than the Capital Stock of its Restricted Subsidiaries, then the quarterly and annual financial information required by this covenant shall include a reasonably detailed presentation, either in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or any other comparable section, of the financial condition and results of operations of the Issuers and their Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries and other material assets of the Issuers. (c) The Parent shall also, within a reasonably prompt period of time following the disclosure of the annual and quarterly information required above, conduct a conference call with respect to such information and results of operations for the relevant reporting period. No fewer than three Business Days prior to the date of the conference call required to be held in accordance with the preceding sentence, the Parent shall issue a press release to the appropriate internationally recognized wire services announcing the date that such information shall be available and the time and date of such conference call. (d) For the avoidance of doubt, to the extent any information is not provided within the time periods specified in this Section 4.3 and such information is subsequently provided, the Parent shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.

Provision of Financial Information. (a) Whether or not the Parent is then required to file reports with by the SEC, so long as any Notes are outstanding, the Parent shall file with Company will furnish to the SEC Holders within the time periods specified in the SEC's rules and regulations for reporting companies under Section 13 or 15(d) of the Exchange Act: (1) all such reports annual and other quarterly financial information as it that would be required to file be contained in a filing with the SEC on Forms 10-K and 10-Q if the Company were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by Sections 13(athe Company's independent public accountants; and (2) or 15(d) under the Exchange Act if it was subject thereto; provided, however, that, if filing such documents by Parent with the SEC is not permitted under the Exchange Act, the Parent shall, within 15 days after the time Parent all current reports that would be required to file such information be filed with the SEC on Form 8-K if the Company were required to file such reports. Notwithstanding the foregoing, the Company may satisfy such requirements prior to the effectiveness of the registration statement contemplated by the Registration Rights Agreement by filing with the SEC such registration statement, to the extent that any such registration statement contains substantially the same information as would be required to be filed by the Company if it were subject to the reporting requirements of Section 13 or 15(d) under of the Exchange Act, provide such documents and reports to . If the Trustee and upon written request supply copies of such documents and reports to any Holder, prospective Holder or securities analyst and shall post such documents and reports on the Parent’s public website. The Parent shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Delivery of such information, documents and reports to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ and their Restricted Subsidiaries’ compliance with Company has designated any of the covenants hereunder (its Subsidiaries as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall have no duty to monitor whether any such filings on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) have been made. The Trustee shall have no duty to review or analyze reports, information and documents delivered to it. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Parent’s compliance with the covenants or with respect to any reports or other documents posted on Parent’s public website, or participate on any conference calls. (b) So long as permitted by the SEC, at any time that either (x) one or more Subsidiaries of the Parent is an Unrestricted Subsidiary or (y) the Parent holds directly any material assets (including Capital Stock) other than the Capital Stock of its Restricted Subsidiaries, then the quarterly and annual financial information required by this covenant shall the preceding paragraph will include or be accompanied by a reasonably detailed presentation, either in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or any other comparable section, presentation of the financial condition and results of operations of the Issuers Company and their the Restricted Subsidiaries separate from the financial condition and results of operations of such the Unrestricted Subsidiaries and other material assets of the Issuers. (c) The Parent shall alsoCompany. In addition, within whether or not required by the SEC, the Company will file a reasonably prompt period copy of time following the disclosure all of the annual information and quarterly information required above, conduct reports referred to in the third preceding paragraph with the SEC for public availability (unless the SEC will not accept such a conference call with respect to filing) and make such information available to securities analysts and results of operations for prospective investors upon request. The Company will also furnish to Holders, securities analysts and prospective investors upon request the relevant reporting period. No fewer than three Business Days prior to the date of the conference call information required to be held in accordance delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. The Company will also comply with the preceding sentence, other provisions of Section 314(a) of the Parent shall issue a press release to the appropriate internationally recognized wire services announcing the date that such information shall be available and the time and date Trust Indenture Act of such conference call1939. (d) For the avoidance of doubt, to the extent any information is not provided within the time periods specified in this Section 4.3 and such information is subsequently provided, the Parent shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.

Provision of Financial Information. (a) Whether or not the Parent Guarantor is then required subject to file reports with the SEC, the Parent shall file with the SEC all such reports and other information as it would be required to file with the SEC by Sections 13(a) reporting requirements of Section 13 or Section 15(d) under of the Exchange Act if it was subject thereto; providedAct, however, that, if filing such documents to the extent not prohibited by Parent with the SEC is not permitted under the Exchange Act, the Parent shallGuarantor will file with the SEC, and make available to the Trustee and the Holders of the Securities without cost to any Holder, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation within 15 days after the time periods specified therein with respect to a non-accelerated filer; provided, however, that no Annual Report on Form 10-K shall be due with respect to any fiscal year ending prior to December 31, 2010, no Quarterly Report on Form 10-Q shall be due with respect to any quarter ending prior to June 30, 2010 and no Current Report on Form 8-K shall be due with respect to any event occurring prior to the date of filing the Parent would be required Guarantor's Quarterly Report on Form 10-Q for the quarter ending June 30, 2010. In the event that the Parent Guarantor is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Parent Guarantor will nevertheless make available such Exchange Act information to the Trustee and the Holders of the Securities without cost to any Holder as if it the Parent Guarantor were subject to the reporting requirements of Section 13 or 15(d) under of the Exchange ActAct within the time periods specified therein with respect to a non-accelerated filer. In addition, provide such documents and reports the Parent Guarantor will make available to the Trustee and upon written request supply copies the Holders of such documents and reports to any Holder, prospective Holder or securities analyst and shall post such documents and reports on the Parent’s public website. The Parent shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, Securities without cost to such Holderany Holder (i) on or prior to December 18, copies of such reports and other information. Delivery of such information2009, documents and reports to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ and their Restricted Subsidiaries’ compliance with any unaudited combined financial statements of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall have no duty to monitor whether any such filings on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) have been made. The Trustee shall have no duty to review or analyze reports, information and documents delivered to it. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Parent’s compliance with the covenants or Subsidiary Guarantors with respect to any reports or other documents posted on Parent’s public websitethe nine months ended September 30, or participate on any conference calls. 2009, (bii) So long as permitted by within 90 days after the SECend of the fiscal year ending December 31, at any time that either (x) one or more Subsidiaries 2009, audited consolidated financial statements of the Parent is an Unrestricted Subsidiary or Guarantor and its Subsidiaries and (yiii) within 45 days after the end of the fiscal quarter ending March 31, 2010, quarterly unaudited consolidated financial statements of the Parent holds directly Guarantor and its Subsidiaries. Such unaudited combined financial statements of the Subsidiary Guarantors will consist of a combined balance sheet of the Subsidiary Guarantors as of September 30, 2009 and combined statements of income and cash flows of the Subsidiary Guarantors for the nine months ended September 30, 2009, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a principal financial or accounting officer of the Parent Guarantor as having been prepared in accordance with GAAP. Such audited consolidated financial statements of the Parent Guarantor and its Subsidiaries will consist of a consolidated balance sheet of the Parent Guarantor and its Subsidiaries as of December 31, 2009 and consolidated statements of income and cash flows of the Parent Guarantor and its Subsidiaries for the fiscal year then ended, accompanied by an opinion of KPMG LLP (or other independent public accountants of nationally recognized standing). Such quarterly unaudited consolidated financial statements of the Parent Guarantor and its Subsidiaries will consist of a consolidated balance sheet of the Parent Guarantor and its Subsidiaries as of March 31, 2010 and consolidated statements of income and cash flows of the Parent Guarantor and its Subsidiaries for the three months ending March 31, 2010, all in reasonable detail and duly certified (subject to normal year-end audit adjustments) by a principal financial or accounting officer of the Parent Guarantor as having been prepared in accordance with GAAP. This Section 3.10 will not impose any material assets (including Capital Stock) other than duty on the Capital Stock Parent Guarantor under the Xxxxxxxx-Xxxxx Act of 2002 and the related SEC rules that would not otherwise be applicable. If the Parent Guarantor has designated any of its Restricted Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by this covenant shall will include a reasonably detailed presentation, either on the face of the financial statements or in “the footnotes thereto, and in any accompanying Management’s 's Discussion and Analysis of Financial Condition and Results of Operations” or any other comparable section, of the financial condition and results of operations of the Issuers Parent Guarantor and their its Restricted Subsidiaries separate from the financial condition and results of operations of such the Unrestricted Subsidiaries and other material assets of the Issuers. (c) Parent Guarantor. The Parent shall also, within a reasonably prompt period of time following the disclosure availability of the annual and quarterly information required above, conduct a conference call with respect to such information and results of operations for foregoing materials on the relevant reporting period. No fewer than three Business Days prior to the date of the conference call required to be held in accordance with the preceding sentence, SEC's website or on the Parent shall issue a press release to the appropriate internationally recognized wire services announcing the date that such information shall be available and the time and date of such conference call. (d) For the avoidance of doubt, to the extent any information is not provided within the time periods specified in this Section 4.3 and such information is subsequently provided, the Parent Guarantor's website shall be deemed to have satisfied its obligations with respect thereto at such time satisfy the foregoing delivery obligations. For so long as any Securities remain outstanding and any Default with respect thereto shall constitute "restricted securities" under Rule 144, the Guarantors will furnished to the holders of the Securities, and to securities analysts and prospective investors, upon their request, the information required to be deemed delivered pursuant to have been curedRule 144A(d)(4) under the Securities Act.

Provision of Financial Information. (a) Whether or not the Company or the Parent is then required Guarantor are subject to file reports with Section 13 or 15(d) of the SECExchange Act, the Company and the Parent shall Guarantor will, to the extent permitted under the Exchange Act, file with the SEC all such Commission the annual reports, quarterly reports and other information as it documents which the Company and the Parent Guarantor would be have been required to file with the SEC by Sections 13(a) Commission pursuant to such Section 13 or 15(d) under (the “Financial Statements”) if the Company and the Parent Guarantor were so subject, such documents to be filed with the Commission on or prior to the respective dates (the “Required Filing Dates”) by which the Company and the Parent Guarantor would have been required so to file such documents if the Company and the Parent Guarantor were so subject. The Company and the Parent Guarantor will also in any event (x) within 15 days of each Required Filing Date (i) transmit by mail or electronic transmittal to all Holders, as their names and addresses appear in the Security Register, without cost to such Holders, copies of the annual reports and quarterly reports which the Company and the Parent Guarantor are required to file or would have been required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if it was the Company and the Parent Guarantor were subject thereto; providedto such Sections, howeverand (ii) file with the Trustee copies of annual reports, that, quarterly reports and other documents which the Company and the Parent Guarantor would have been required to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act if the Company and the Parent Guarantor were subject to such Sections and (y) if filing such documents by the Company or the Parent Guarantor with the SEC Commission is not permitted under the Exchange Act, promptly upon written request and payment of the Parent shallreasonable cost of duplication and delivery, within 15 days after supply copies of such documents to any prospective Holder. For avoidance of doubt, the time Parent would be required Company shall have no obligation to file such provide its separate financial information with pursuant to this Section 1009 to the SEC if extent that it were subject to is otherwise exempt from the requirements of Section 13 13(a) or 15(d) of the Exchange Act, whether pursuant to Rule 12h-5 under the Exchange Act, provide such documents and reports to the Trustee and upon written request supply copies of such documents and reports to any Holder, prospective Holder or securities analyst and shall post such documents and reports on the Parent’s public website. The Parent shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Delivery of such information, documents and reports to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ and their Restricted Subsidiaries’ compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall have no duty to monitor whether any such filings on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) have been made. The Trustee shall have no duty to review or analyze reports, information and documents delivered to it. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis successor thereto or otherwise, the Parent’s compliance with the covenants or with respect to any reports or other documents posted on Parent’s public website, or participate on any conference calls. (b) So long as permitted by the SEC, at any time that either (x) one or more Subsidiaries of the Parent is an Unrestricted Subsidiary or (y) the Parent holds directly any material assets (including Capital Stock) other than the Capital Stock of its Restricted Subsidiaries, then the quarterly and annual financial information required by this covenant shall include a reasonably detailed presentation, either in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or any other comparable section, of the financial condition and results of operations of the Issuers and their Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries and other material assets of the Issuers. (c) The Parent shall also, within a reasonably prompt period of time following the disclosure of the annual and quarterly information required above, conduct a conference call with respect to such information and results of operations for the relevant reporting period. No fewer than three Business Days prior to the date of the conference call required to be held in accordance with the preceding sentence, the Parent shall issue a press release to the appropriate internationally recognized wire services announcing the date that such information shall be available and the time and date of such conference call. (d) For the avoidance of doubt, to the extent any information is not provided within the time periods specified in this Section 4.3 and such information is subsequently provided, the Parent shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.

Provision of Financial Information. (a) Whether or not required by the Parent is then rules and regulations of the SEC, so long as any notes are outstanding, the Issuer will furnish to the Holders or cause the Trustee to furnish to Holders, within the time periods specified in the rules and regulations of the SEC: (i) all quarterly and annual reports that would be required to be filed with the SEC on Forms 10-Q and 10-K if the Issuer were required to file such reports; and (ii) all current reports that would be required to be filed with or furnished to the SEC on Form 8-K if the Issuer were required to file or furnish such reports. (b) All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Issuer’s consolidated financial statements by the Issuer’s certified independent accountants. In addition, the Issuer will file or furnish a copy of each of the reports referred to in clauses (1) and (2) above with or to the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. (c) If, at any time, the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Issuer agrees that it will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Issuer’s filings for any reason, the Issuer will post the reports referred to in the preceding paragraph on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC. (d) If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer. (e) In addition, the Parent shall file with Issuer and the SEC all such reports and other information Guarantors agree that, for so long as it would be any notes remain outstanding, at any time they are not required to file the reports required by the preceding paragraphs with the SEC by Sections 13(a) or 15(dSEC, they will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Exchange Act if it was subject thereto; provided, however, that, if filing such documents by Parent with the SEC is not permitted under the Exchange Securities Act, the Parent shall, within 15 days after the time Parent would be required to file such information with the SEC if it were subject to Section 13 or 15(d. (f) under the Exchange Act, provide such documents and reports to the Trustee and upon written request supply copies of such documents and reports to any Holder, prospective Holder or securities analyst and shall post such documents and reports on the Parent’s public website. The Parent shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Delivery of such informationreports, information and documents and reports to the Trustee is for informational purposes only and the Trustee’s receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ and their Restricted Subsidiaries’ Issuer’s compliance with any of the its covenants hereunder (as to which the Trustee is entitled to conclusively rely exclusively on Officers’ Certificates). The Trustee shall have no duty to monitor whether any such filings on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) have been made. The Trustee shall have no duty to review or analyze reports, information and documents delivered to it. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Parent’s compliance with the covenants or with respect to any reports or other documents posted on Parent’s public website, or participate on any conference calls. (b) So long as permitted by the SEC, at any time that either (x) one or more Subsidiaries of the Parent is an Unrestricted Subsidiary or (y) the Parent holds directly any material assets (including Capital Stock) other than the Capital Stock of its Restricted Subsidiaries, then the quarterly and annual financial information required by this covenant shall include a reasonably detailed presentation, either in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or any other comparable section, of the financial condition and results of operations of the Issuers and their Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries and other material assets of the Issuers. (c) The Parent shall also, within a reasonably prompt period of time following the disclosure of the annual and quarterly information required above, conduct a conference call with respect to such information and results of operations for the relevant reporting period. No fewer than three Business Days prior to the date of the conference call required to be held in accordance with the preceding sentence, the Parent shall issue a press release to the appropriate internationally recognized wire services announcing the date that such information shall be available and the time and date of such conference call. (d) For the avoidance of doubt, to the extent any information is not provided within the time periods specified in this Section 4.3 and such information is subsequently provided, the Parent shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.

Provision of Financial Information. (a) Whether or not the Parent is then required to file reports with the SEC, the Parent The Company shall file with the SEC all and provide the Trustee and Holders of Notes with such annual reports and such information, documents and other information reports as it would be required to file with the SEC by are specified in Sections 13(a) or 13 and 15(d) under of the Exchange Act if it was and applicable to a U.S. corporation subject theretoto such Sections, such information, documents and reports to be so filed and provided at the times specified for the filing of such information, documents and reports under such Sections; provided, however, that, if filing such documents by Parent with that the SEC is Company shall not permitted under the Exchange Act, the Parent shall, within 15 days after the time Parent would be required so obligated to file such information information, documents and reports with the SEC if it were subject the SEC does not permit such filings but shall still be obligated to Section 13 or 15(d) under the Exchange Act, provide such documents and reports to the Trustee and upon written request supply copies of such documents and reports to any Holder, prospective Holder or securities analyst and shall post such documents and reports on the Parent’s public website. The Parent shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Delivery of such information, documents and reports to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ and their Restricted Subsidiaries’ compliance with any Holders of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall have no duty to monitor whether any such filings on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) have been made. The Trustee shall have no duty to review or analyze reports, information and documents delivered to it. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Parent’s compliance with the covenants or with respect to any reports or other documents posted on Parent’s public website, or participate on any conference callsNotes. (b) So In addition, to the extent not satisfied by the foregoing, the Company shall furnish to prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act for so long as permitted by the SECNotes are not freely transferable under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries if taken together as one Subsidiary, at any time that either (x) one or more Subsidiaries would constitute a Significant Subsidiary of the Parent is an Unrestricted Subsidiary or (y) the Parent holds directly any material assets (including Capital Stock) other than the Capital Stock of its Restricted SubsidiariesCompany, then the annual and quarterly and annual financial information required by this covenant above shall include a reasonably detailed presentation, either on the face of the financial statements, in the footnotes thereto or in an “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or any other comparable section, of the financial condition and results of operations of the Issuers Company and their its Restricted Subsidiaries separate from the financial condition and results of operations of such the Unrestricted Subsidiaries and other material assets of the Issuers. (c) The Parent shall also, within a reasonably prompt period of time following the disclosure of the annual and quarterly information required above, conduct a conference call with respect to such information and results of operations for the relevant reporting period. No fewer than three Business Days prior to the date of the conference call required to be held in accordance with the preceding sentence, the Parent shall issue a press release to the appropriate internationally recognized wire services announcing the date that such information shall be available and the time and date of such conference callCompany. (d) For Notwithstanding the foregoing, (a) the obligations in this Section 4.12 may be satisfied by a parent of the Company; provided that to the extent such information relates to a parent of the Company, 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 Company and its Subsidiaries on a stand-alone basis, on the other hand, and to the extent such information is in lieu of information required to be provided under this Section 4.12, such materials are accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and shall not be subject to any “going concern” or like qualification or exception or any qualification or exception as to the scope of such audit (other than any exception or explanatory paragraph, but not a qualification, that is expressly solely with respect to, or expressly resulting solely from, (i) an upcoming maturity date of any Indebtedness occurring within one year from the time such opinion is delivered or (ii) any potential inability to satisfy a financial maintenance covenant on a future date or in a future period) and (b) (i) in no event shall any financial statements or reports be required to comply with (w) Rule 3-10 of Regulation S-X promulgated by the SEC (or such other rule or regulation that amends, supplements or replaces such Rule 3-10, including for the avoidance of doubt, Rules 13-01 or 13-02 of Regulation S-X promulgated by the SEC), (x) Rule 3-09 of Regulation S-X (or such other rule or regulation that amends, supplements or replaces such Rule 3-09) or (y) Rule 3-16 of Regulation S-X (or such other rule or regulation that amends, supplements or replaces such Rule 3-16) and (ii) in no event shall such financial statements or reports be required to comply with Regulation G under the extent any information is not provided within Exchange Act or Item 10(e) of Regulation S-K promulgated by the time periods specified in this Section 4.3 and such information is subsequently provided, the Parent shall be deemed to have satisfied its obligations SEC with respect thereto at such time and to any Default with respect thereto shall be deemed to have been curednon-GAAP financial measures contained therein.

Provision of Financial Information. (a) Whether or not the Parent Guarantor is then required subject to file reports with the SEC, the Parent shall file with the SEC all such reports and other information as it would be required to file with the SEC by Sections 13(a) reporting requirements of Section 13 or Section 15(d) under of the Exchange Act if it was subject thereto; providedAct, however, that, if filing such documents to the extent not prohibited by Parent with the SEC is not permitted under the Exchange Act, the Parent shallGuarantor will file with the SEC, and make available to the Trustee and the Holders of the Securities without cost to any Holder, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation within 15 days after the time periods specified therein with respect to a non-accelerated filer. In the event that the Parent would be required Guarantor is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Parent Guarantor will nevertheless make available such Exchange Act information to the Trustee and the Holders of the Securities without cost to any Holder as if it the Parent Guarantor were subject to the reporting requirements of Section 13 or 15(d) under of the Exchange Act, provide such documents and reports to Act within the Trustee and upon written request supply copies of such documents and reports to any Holder, prospective Holder or securities analyst and shall post such documents and reports on the Parent’s public website. The Parent shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Delivery of such information, documents and reports to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained time periods specified therein or determinable from information contained therein, including the Issuers’ and their Restricted Subsidiaries’ compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall have no duty to monitor whether any such filings on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) have been made. The Trustee shall have no duty to review or analyze reports, information and documents delivered to it. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Parent’s compliance with the covenants or with respect to any reports or other documents posted on Parent’s public website, or participate on any conference calls. (b) So long as permitted by the SEC, at any time that either (x) one or more Subsidiaries of a non-accelerated filer. If the Parent is an Unrestricted Subsidiary or (y) the Parent holds directly Guarantor has designated any material assets (including Capital Stock) other than the Capital Stock of its Restricted Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by this covenant shall will include a reasonably detailed presentation, either on the face of the financial statements or in “the footnotes thereto, and in any accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations” or any other comparable section, of the financial condition and results of operations of the Issuers Parent Guarantor and their its Restricted Subsidiaries separate from the financial condition and results of operations of such the Unrestricted Subsidiaries and other material assets of the Issuers. (c) Parent Guarantor. The Parent shall also, within a reasonably prompt period of time following the disclosure availability of the annual and quarterly information required above, conduct a conference call with respect to such information and results of operations for foregoing materials on the relevant reporting period. No fewer than three Business Days prior to the date of the conference call required to be held in accordance with the preceding sentence, SEC’s website or on the Parent shall issue a press release to the appropriate internationally recognized wire services announcing the date that such information shall be available and the time and date of such conference call. (d) For the avoidance of doubt, to the extent any information is not provided within the time periods specified in this Section 4.3 and such information is subsequently provided, the Parent Guarantor’s website shall be deemed to have satisfied its obligations with respect thereto at such time satisfy the foregoing delivery obligations. For so long as any Securities remain outstanding and any Default with respect thereto shall constitute “restricted securities” under Rule 144, the Guarantors will furnished to the holders of the Securities, and to securities analysts and prospective investors, upon their request, the information required to be deemed delivered pursuant to have been curedRule 144A(d)(4) under the Securities Act.

Provision of Financial Information. (a) Whether or not the Parent Guarantor is then required subject to file reports with the SEC, the Parent shall file with the SEC all such reports and other information as it would be required to file with the SEC by Sections 13(a) reporting requirements of Section 13 or Section 15(d) under of the Exchange Act if it was subject thereto; providedAct, however, that, if filing such documents to the extent not prohibited by Parent with the SEC is not permitted under the Exchange Act, the Parent shallGuarantor will file with the SEC, and make available to the Trustee and the Holders of the Securities without cost to any Holder, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation (or to a foreign private issuer if the Parent Guarantor so qualifies) within 15 days after the time periods specified therein with respect to a non-accelerated filer. In the event that the Parent would be required Guarantor is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Parent Guarantor will nevertheless make available such Exchange Act information to the Trustee and the Holders of the Securities without cost to any Holder as if it the Parent Guarantor were subject to the reporting requirements of Section 13 or 15(d) under of the Exchange Act, provide such documents and reports to Act within the Trustee and upon written request supply copies of such documents and reports to any Holder, prospective Holder or securities analyst and shall post such documents and reports on the Parent’s public website. The Parent shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Delivery of such information, documents and reports to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained time periods specified therein or determinable from information contained therein, including the Issuers’ and their Restricted Subsidiaries’ compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall have no duty to monitor whether any such filings on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) have been made. The Trustee shall have no duty to review or analyze reports, information and documents delivered to it. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Parent’s compliance with the covenants or with respect to a non-accelerated filer. This Section 3.10 will not impose any reports or other documents posted duty on Parent’s public website, or participate on any conference calls. (b) So long as permitted by the SEC, at any time that either (x) one or more Subsidiaries of the Parent is an Unrestricted Subsidiary or (y) Guarantor under the Xxxxxxxx-Xxxxx Act of 2002 and the related SEC rules that would not otherwise be applicable. If the Parent holds directly Guarantor has designated any material assets (including Capital Stock) other than the Capital Stock of its Restricted Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by this covenant shall will include a reasonably detailed presentation, either on the face of the financial statements or in “the footnotes thereto, and in any accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations” or any other comparable section, of the financial condition and results of operations of the Issuers Parent Guarantor and their its Restricted Subsidiaries separate from the financial condition and results of operations of such the Unrestricted Subsidiaries and other material assets of the Issuers. (c) Parent Guarantor. The Parent shall also, within a reasonably prompt period of time following the disclosure availability of the annual and quarterly information required above, conduct a conference call with respect to such information and results of operations for foregoing materials on the relevant reporting period. No fewer than three Business Days prior to the date of the conference call required to be held in accordance with the preceding sentence, SEC’s website or on the Parent shall issue a press release to the appropriate internationally recognized wire services announcing the date that such information shall be available and the time and date of such conference call. (d) For the avoidance of doubt, to the extent any information is not provided within the time periods specified in this Section 4.3 and such information is subsequently provided, the Parent Guarantor’s website shall be deemed to have satisfied its obligations with respect thereto at such time satisfy the foregoing delivery obligations. For so long as any Securities remain outstanding and any Default with respect thereto shall constitute “restricted securities” under Rule 144, the Issuer and the Guarantors will furnish to the holders of the Securities, and to securities analysts and prospective investors, upon their request, the information required to be deemed delivered pursuant to have been curedRule 144A(d)(4) under the Securities Act.

Provision of Financial Information. (a) Whether or not the Parent Company is then required subject to file reports with the SEC, the Parent shall file with the SEC all such reports and other information as it would be required to file with the SEC by Sections 13(a) reporting requirements of Section 13 or Section 15(d) under of the Exchange Act if it was subject thereto; providedAct, however, that, if filing such documents to the extent not prohibited by Parent with the SEC is not permitted under the Exchange Act, the Parent shallCompany will file with the SEC, and make available to the Trustee and the Holders without cost to any Holder, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation within 15 days after the time Parent would be required periods specified therein with respect to an accelerated filer. In the event that the Company is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Company will nevertheless make available such Exchange Act information to the Trustee and the Holders without cost to any Holder as if it the Company were subject to the reporting requirements of Section 13 or 15(d) under of the Exchange Act, provide such documents and reports to Act within the Trustee and upon written request supply copies of such documents and reports to any Holder, prospective Holder or securities analyst and shall post such documents and reports on the Parent’s public website. The Parent shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Delivery of such information, documents and reports to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained time periods specified therein or determinable from information contained therein, including the Issuers’ and their Restricted Subsidiaries’ compliance with any of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall have no duty to monitor whether any such filings on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) have been made. The Trustee shall have no duty to review or analyze reports, information and documents delivered to it. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Parent’s compliance with the covenants or with respect to any a non-accelerated filer. The annual and quarterly reports or other documents posted on Parent’s public website, or participate on any conference calls. (b) So long as permitted by the SEC, at any time that either (x) one or more Subsidiaries of the Parent is an Unrestricted Subsidiary or (y) Company provided pursuant to the Parent holds directly first paragraph of this covenant shall disclose the amount of the Borrowing Base as of the end of the most recent period. If the Company has designated any material assets (including Capital Stock) other than the Capital Stock of its Restricted Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by this covenant shall will include a reasonably detailed presentation, either on the face of the financial statements or in “the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations” or any other comparable section, of the financial condition and results of operations of the Issuers Company and their its Restricted Subsidiaries separate from the financial condition and results of operations of such the Unrestricted Subsidiaries and other material assets of the Issuers. (c) The Parent shall alsoCompany. In addition, within a reasonably prompt period of time following no later than five Business Days after the disclosure of date the annual and quarterly financial information required above, conduct a conference call with respect to such information and results of operations for the relevant reporting periodprior fiscal period have been filed or furnished, the Company shall also hold live quarterly conference calls with the opportunity to ask questions of management. No fewer than three ten Business Days prior to the date of the such conference call required is to be held in accordance with the preceding sentenceheld, the Parent Company shall issue a press release to the appropriate internationally recognized U.S. wire services announcing such quarterly conference call for the date that such information benefit of the Trustee, the holders, beneficial owners of the Securities, prospective purchasers of the Securities, securities analysts and market making financial institutions, which press release shall be available and contain the time and the date of such conference call and direct the recipients thereof to contact an individual at the Company (for whom contact information shall be provided in such notice) to obtain information on how to access such quarterly conference call. (d) For . Notwithstanding the avoidance of doubt, to the extent any information is not provided within the time periods specified in this Section 4.3 and such information is subsequently providedforegoing, the Parent preceding two sentences shall be deemed satisfied for so long as the Company’s equity securities are registered pursuant to Section 12 of the Exchange Act and the Company continues to conduct customary earnings conference calls which are publicly announced on the Company’s website or in a press release, in each case consistent with past practices of the Company. The availability of the foregoing materials on the SEC’s website or on the Company’s website shall be deemed to have satisfied its obligations with respect thereto at such time satisfy the foregoing delivery obligations. Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner any Default with respect thereto information or report required by this covenant shall be deemed cured (and the Company shall be deemed to be in compliance with this covenant) upon furnishing or filing such information or report as contemplated by this covenant (but without regard to the date on which such information or report is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if the principal, premium, if any, and interest with respect to the Securities have been curedaccelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure.

Provision of Financial Information. (a) Whether or not required by the Parent is then required Commission, so long as any Notes are outstanding, the Company will furnish to the Holders of Notes, or file reports electronically with the SECCommission through the Commission’s Electronic Data Gathering, Analysis and Retrieval System (or any successor system), within the Parent shall file with time periods specified in the SEC Commission’s rules and regulations: (1) all such reports quarterly and other annual financial information as it that would be required to file be contained in a filing with the SEC Commission on Forms 10-Q and 10-K if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by Sections 13(athe Company’s certified independent accountants; and (2) or 15(d) under the Exchange Act if it was subject thereto; provided, however, that, if filing such documents by Parent with the SEC is not permitted under the Exchange Act, the Parent shall, within 15 days after the time Parent all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports. In addition, whether or not required by the Commission, the Company will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the SEC if it were subject Commission for public availability within the time periods specified in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and make such information available to Section 13 or 15(dprospective investors. In addition, the Company and the Subsidiary Guarantors have agreed that, for so long as any Notes remain outstanding, they will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act, provide such documents and reports to . If the Trustee and upon written request supply copies of such documents and reports to any Holder, prospective Holder or securities analyst and shall post such documents and reports on the Parent’s public website. The Parent shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Delivery of such information, documents and reports to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ and their Restricted Subsidiaries’ compliance with Company has designated any of the covenants hereunder (its Subsidiaries as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall have no duty to monitor whether any such filings on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) have been made. The Trustee shall have no duty to review or analyze reports, information and documents delivered to it. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Parent’s compliance with the covenants or with respect to any reports or other documents posted on Parent’s public website, or participate on any conference calls. (b) So long as permitted by the SEC, at any time that either (x) one or more Subsidiaries of the Parent is an Unrestricted Subsidiary or (y) the Parent holds directly any material assets (including Capital Stock) other than the Capital Stock of its Restricted Subsidiaries, then the quarterly and annual financial information required by this covenant the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or any other comparable section, of the financial condition and results of operations of the Issuers Company and their its Restricted Subsidiaries separate from the financial condition and results of operations of such the Unrestricted Subsidiaries and other material assets of the IssuersCompany. (c) The Parent shall also, within a reasonably prompt period of time following the disclosure of the annual and quarterly information required above, conduct a conference call with respect to such information and results of operations for the relevant reporting period. No fewer than three Business Days prior to the date of the conference call required to be held in accordance with the preceding sentence, the Parent shall issue a press release to the appropriate internationally recognized wire services announcing the date that such information shall be available and the time and date of such conference call. (d) For the avoidance of doubt, to the extent any information is not provided within the time periods specified in this Section 4.3 and such information is subsequently provided, the Parent shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.

Provision of Financial Information. (a) Whether or not the Parent is then required to file reports with the SEC, the Parent The Company shall file with the SEC all and provide the Trustee and Holders of Notes with such annual reports and such information, documents and other information reports as it would be required to file with the SEC by are specified in Sections 13(a) or 13 and 15(d) under of the Exchange Act if it was and applicable to a U.S. corporation subject theretoto such Sections, such information, documents and reports to be so filed and provided at the times specified for the filing of such information, documents and reports under such Sections; provided, however, that, if filing such documents by Parent with that the SEC is Company shall not permitted under the Exchange Act, the Parent shall, within 15 days after the time Parent would be required so obligated to file such information information, documents and reports with the SEC if it were subject the SEC does not permit such filings but shall still be obligated to Section 13 or 15(d) under the Exchange Act, provide such documents and reports to the Trustee and upon written request supply copies of such documents and reports to any Holder, prospective Holder or securities analyst and shall post such documents and reports on the Parent’s public website. The Parent shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Delivery of such information, documents and reports to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ and their Restricted Subsidiaries’ compliance with any Holders of the covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officers’ Certificates). The Trustee shall have no duty to monitor whether any such filings on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) have been made. The Trustee shall have no duty to review or analyze reports, information and documents delivered to it. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Parent’s compliance with the covenants or with respect to any reports or other documents posted on Parent’s public website, or participate on any conference callsNotes. (b) So In addition, to the extent not satisfied by the foregoing, the Company shall furnish to prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act for so long as permitted by the SECNotes are not freely transferable under the Securities Act. (c) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries if taken together as one Subsidiary, at any time that either (x) one or more Subsidiaries would constitute a Significant Subsidiary of the Parent is an Unrestricted Subsidiary or (y) the Parent holds directly any material assets (including Capital Stock) other than the Capital Stock of its Restricted SubsidiariesCompany, then the annual and quarterly and annual financial information required by this covenant above shall include a reasonably detailed presentation, either on the face of the financial statements, in the footnotes thereto or in an “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or any other comparable section, of the financial condition and results of operations of the Issuers Company and their its Restricted Subsidiaries separate from the financial condition and results of operations of such the Unrestricted Subsidiaries and other material assets of the Issuers. (c) The Parent shall also, within a reasonably prompt period of time following the disclosure of the annual and quarterly information required above, conduct a conference call with respect to such information and results of operations for the relevant reporting period. No fewer than three Business Days prior to the date of the conference call required to be held in accordance with the preceding sentence, the Parent shall issue a press release to the appropriate internationally recognized wire services announcing the date that such information shall be available and the time and date of such conference callCompany. (d) For Notwithstanding the foregoing, (a) the obligations in this Section 4.12 may be satisfied by a parent of the Company; provided that to the extent such information relates to a parent of the Company, 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 Company and its Subsidiaries on a stand-alone basis, on the other hand, and to the extent such information is in lieu of information required to be provided under this Section 4.12, such materials are accompanied by a report and opinion of an independent registered public accounting firm of nationally recognized standing, which report and opinion shall be prepared in accordance with generally accepted auditing standards and (b) (i) in no event shall any financial statements or reports be required to comply with (w) Rule 3-10 of Regulation S-X promulgated by the SEC (or such other rule or regulation that amends, supplements or replaces such Rule 3-10, including for the avoidance of doubt, Rules 13-01 or 13-02 of Regulation S-X promulgated by the SEC), (x) Rule 3-09 of Regulation S-X (or such other rule or regulation that amends, supplements or replaces such Rule 3-09) or (y) Rule 3-16 of Regulation S-X (or such other rule or regulation that amends, supplements or replaces such Rule 3-16) and (ii) in no event shall such financial statements or reports be required to comply with Regulation G under the extent any information is not provided within Exchange Act or Item 10(e) of Regulation S-K promulgated by the time periods specified in this Section 4.3 and such information is subsequently provided, the Parent shall be deemed to have satisfied its obligations SEC with respect thereto at such time and to any Default with respect thereto shall be deemed to have been curednon-GAAP financial measures contained therein.

Provision of Financial Information. (a) Whether or not the Parent Guarantor is then required subject to file reports with the SEC, the Parent shall file with the SEC all such reports and other information as it would be required to file with the SEC by Sections 13(a) reporting requirements of Section 13 or Section 15(d) under of the Exchange Act if it was subject thereto; providedAct, however, that, if filing such documents to the extent not prohibited by Parent with the SEC is not permitted under the Exchange Act, the Parent shallGuarantor will file with the SEC, and deliver to the Trustee and make available to the Holders without cost to any Holder, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation within 15 days after the time periods specified therein with respect to a non-accelerated filer. In the event that the Parent would be required Guarantor is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Parent Guarantor will nevertheless deliver such Exchange Act information to the Trustee and make available to the Holders without cost to any Holder as if it the Parent Guarantor were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act and applicable to a U.S. corporation within the time periods specified therein with respect to a non-accelerated filer. (b) If the Parent Guarantor has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the financial information required will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, or in any accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Parent Guarantor and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (c) Any direct or indirect parent entity of the Parent Guarantor may satisfy the obligations of the Parent Guarantor set forth in this Section 3.10 by providing the requisite financial and other information of such parent entity instead of the Parent Guarantor so long as (i) the Parent Guarantor is a Wholly-Owned Subsidiary of such parent entity and (ii) such parent entity does not conduct any business other than the holding of Equity Interests of the Parent Guarantor, does not have any material liabilities other than liabilities of the Parent Guarantor, does not own any material assets other than the Equity Interests of the Parent Guarantor and does not generate or derive any material revenues other than the revenues of the Parent Guarantor; provided that to the extent such parent entity holds assets (other than its direct or indirect interest in the Parent Guarantor) that exceeds the lesser of (i) 0.5% of the total assets of such parent entity and (ii) 0.5% of the total revenue for the preceding fiscal year of such parent entity, then such information related to such parent entity shall be accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the differences between the information of such parent entity, on the one hand, and the information relating to the Parent Guarantor and its Subsidiaries on a stand-alone basis, on the other hand. (d) The availability of the foregoing materials on the SEC’s website or on the Parent Guarantor’s (or its parent entity’s) website shall be deemed to satisfy the foregoing delivery obligations to the Holders. (e) For so long as any Securities remain outstanding and constitute “restricted securities” under Rule 144, if the Parent Guarantor is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, provide such documents and reports the Parent Guarantor will furnish to the Holders, and to securities analysts and bona fide prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (f) In addition, no later than five Business Days after the date the annual and quarterly financial information for the prior fiscal period have been filed or furnished pursuant to Section 3.10(a) (or customary earnings releases in respect thereof), the Parent Guarantor (or its parent entity) shall also hold live quarterly conference calls (which may be the same call held by the Parent Guarantor (or its parent entity) for its public equity holders). (g) The Trustee shall have no obligation to determine if and upon written request supply copies when the reports, information and documents of such documents the Parent Guarantor are filed with the SEC via the XXXXX system and reports to any Holder, prospective Holder or securities analyst and shall post such documents and reports available on the ParentSEC’s public XXXXX website or available on the Issuer’s website. The Parent shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. . (h) Delivery of such informationreports, information and documents and reports to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ and their Restricted Subsidiaries’ Issuer’s compliance with any of the its covenants hereunder (as to which the Trustee is entitled to rely exclusively conclusively on Officers’ Certificates). The Trustee shall have is under no duty to monitor whether any examine such filings on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) have been made. The Trustee shall have no duty to review or analyze reports, information and or documents delivered to it. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Parent’s ensure compliance with the covenants provision of this Indenture or with respect to any reports ascertain the correctness or other documents posted on Parent’s public website, or participate on any conference calls. (b) So long as permitted by the SEC, at any time that either (x) one or more Subsidiaries otherwise of the Parent is an Unrestricted Subsidiary information or (y) the Parent holds directly any material assets (including Capital Stock) other than the Capital Stock of its Restricted Subsidiaries, then the quarterly and annual financial information required by this covenant shall include a reasonably detailed presentation, either in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or any other comparable section, of the financial condition and results of operations of the Issuers and their Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries and other material assets of the Issuersstatements contained therein. (c) The Parent shall also, within a reasonably prompt period of time following the disclosure of the annual and quarterly information required above, conduct a conference call with respect to such information and results of operations for the relevant reporting period. No fewer than three Business Days prior to the date of the conference call required to be held in accordance with the preceding sentence, the Parent shall issue a press release to the appropriate internationally recognized wire services announcing the date that such information shall be available and the time and date of such conference call. (d) For the avoidance of doubt, to the extent any information is not provided within the time periods specified in this Section 4.3 and such information is subsequently provided, the Parent shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.

Provision of Financial Information. (a) Whether or not the Parent Issuer is then required subject to file reports with the SEC, the Parent shall file with the SEC all such reports and other information as it would be required to file with the SEC by Sections 13(a) reporting requirements of Section 13 or Section 15(d) under of the Exchange Act if it was subject thereto; providedAct, however, that, if filing such documents to the extent not prohibited by Parent with the SEC is not permitted under the Exchange Act, the Parent shallIssuer will file with the SEC, and make available to the Trustee and the Holders of the Securities without cost to any Holder, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation within 15 days after the time Parent would be required periods specified therein with respect to a non-accelerated filer. In the event that the Issuer is not permitted to file such reports, documents and information with the SEC pursuant to the Exchange Act, the Issuer will nevertheless make available such Exchange Act information to the Trustee and the Holders of the Securities without cost to any Holder as if it the Issuer were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein with respect to a non-accelerated filer. If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the financial information required will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in any accompanying Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. The availability of the foregoing materials on the SEC’s website or on the Issuer’s website shall be deemed to satisfy the foregoing delivery obligations. For so long as any Securities remain outstanding and constitute “restricted securities” under Rule 144, the Issuer will furnish to the holders of the Securities, and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Exchange Securities Act. The Trustee shall have no obligation to determine if and when the reports, provide such information and documents of the Issuer are filed with the Commission via the XXXXX system and reports to the Trustee and upon written request supply copies of such documents and reports to any Holder, prospective Holder or securities analyst and shall post such documents and reports available on the ParentCommission’s public XXXXX website. The Parent shall supply the Trustee and each Holder or shall supply to the Trustee for forwarding to each such Holder, without cost to such Holder, copies of such reports and other information. Delivery of such informationreports, information and documents and reports to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ and their Restricted Subsidiaries’ Issuer’s compliance with any of the its covenants hereunder (as to which the Trustee is entitled to rely exclusively conclusively on Officers’ Certificates). The Trustee shall have is under no duty to monitor whether any examine such filings on the Electronic Data Gathering, Analysis, and Retrieval system (“XXXXX”) have been made. The Trustee shall have no duty to review or analyze reports, information and or documents delivered to it. Additionally, the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, the Parent’s ensure compliance with the covenants provision of this Indenture or with respect to any reports ascertain the correctness or other documents posted on Parent’s public website, or participate on any conference calls. (b) So long as permitted by the SEC, at any time that either (x) one or more Subsidiaries otherwise of the Parent is an Unrestricted Subsidiary information or (y) the Parent holds directly any material assets (including Capital Stock) other than the Capital Stock of its Restricted Subsidiaries, then the quarterly and annual financial information required by this covenant shall include a reasonably detailed presentation, either in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or any other comparable section, of the financial condition and results of operations of the Issuers and their Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries and other material assets of the Issuersstatements contained therein. (c) The Parent shall also, within a reasonably prompt period of time following the disclosure of the annual and quarterly information required above, conduct a conference call with respect to such information and results of operations for the relevant reporting period. No fewer than three Business Days prior to the date of the conference call required to be held in accordance with the preceding sentence, the Parent shall issue a press release to the appropriate internationally recognized wire services announcing the date that such information shall be available and the time and date of such conference call. (d) For the avoidance of doubt, to the extent any information is not provided within the time periods specified in this Section 4.3 and such information is subsequently provided, the Parent shall be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.