Common use of Provision of Financial Information Clause in Contracts

Provision of Financial Information. For so long as the Notes are outstanding, if at any time the Guarantor is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will, at the Company’s option, either (i) post on a publicly available website, (ii) post on IntraLinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (a “Confidential Datasite”), or (iii) deliver to the Trustee and the Holders of the Notes within 15 days of the filing date that would be applicable to a non-accelerated filer at that time pursuant to applicable SEC rules and regulations, the quarterly and audited annual financial statements and accompanying “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that would have been required to be contained in annual reports on Form 10-K and quarterly reports on Form 10-Q, respectively, had the Company been subject to such Exchange Act reporting requirements. The Trustee shall have no obligation to determine whether or not such reports, information, statements or documents have been filed, posted or delivered. Delivery of such reports, information, statements and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of the Company’s covenants under the Indenture, as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate. If the Company elects to furnish such reports via a Confidential Datasite, access to the Confidential Datasite will be provided upon request to Holders, beneficial owners of and bona fide potential investors in the Notes. Reports, information and documents filed with the SEC via the EXXXX system will be deemed to be delivered to the Trustee as of the time of such filing via EXXXX for purposes of this covenant; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed via EXXXX. Delivery of such reports, information and documents 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 Guarantor’s compliance with any of its covenants relating to the Notes (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Provision of Financial Information. For so long as Whether or not the Notes are outstanding, if at any time the Parent Guarantor is not subject to the periodic reporting requirements of Section 13 or Section 15(d) of the Exchange Act for any reasonAct, to the extent not prohibited by the Exchange Act, the Company willParent Guarantor will file with the SEC, at the Company’s option, either (i) post on a publicly and make available website, (ii) post on IntraLinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (a “Confidential Datasite”), or (iii) deliver to the Trustee and the Holders of the Notes within 15 days 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 filing date foregoing as the SEC may by rules and regulations prescribe) that would be are specified in Sections 13 and 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 at filer. In the event that time the Parent Guarantor is not permitted to file such reports, documents and information with the SEC pursuant to applicable 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 the Parent Guarantor 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. This Section 3.10 will not impose any duty on the Parent Guarantor under the Xxxxxxxx-Xxxxx Act of 2002 and the related SEC rules and regulationsthat would not otherwise be applicable. If the Parent Guarantor has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and audited annual 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 Parent Guarantor and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent Guarantor. The availability of the foregoing materials on the SEC’s website or on the Parent Guarantor’s website shall be deemed to satisfy the foregoing delivery obligations. For so long as any Securities remain outstanding and constitute “restricted securities” that would have been 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 contained in annual reports on Form 10-K and quarterly reports on Form 10-Q, respectively, had the Company been subject delivered pursuant to such Exchange Act reporting requirements. The Trustee shall have no obligation to determine whether or not such reports, information, statements or documents have been filed, posted or delivered. Delivery of such reports, information, statements and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of the Company’s covenants Rule 144A(d)(4) under the Indenture, as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate. If the Company elects to furnish such reports via a Confidential Datasite, access to the Confidential Datasite will be provided upon request to Holders, beneficial owners of and bona fide potential investors in the Notes. Reports, information and documents filed with the SEC via the EXXXX system will be deemed to be delivered to the Trustee as of the time of such filing via EXXXX for purposes of this covenant; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed via EXXXX. Delivery of such reports, information and documents 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 Guarantor’s compliance with any of its covenants relating to the Notes (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate)Securities Act.

Provision of Financial Information. For so long as Whether or not the Notes are outstanding, if at any time the Guarantor Issuer is not subject to the periodic reporting requirements of Section 13 or Section 15(d) of the Exchange Act for any reasonAct, the Company will, at the Company’s option, either (i) post on a publicly Issuer will make available website, (ii) post on IntraLinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (a “Confidential Datasite”), or (iii) deliver to the Trustee and the Holders of the Notes within 15 days without cost to any Holder, the annual reports and the information, documents and other reports (or copies of such portions of any of the filing date foregoing as the SEC may by rules and regulations prescribe) that would be are specified in Sections 13 and 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 at that time pursuant to applicable SEC rules filer. If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries and regulationssuch Unrestricted Subsidiaries, individually or in the quarterly and audited annual aggregate, would constitute a Significant Subsidiary, 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. If the Issuer is a consolidated subsidiary of any other Person, the Issuer may satisfy its obligations under this covenant with respect to the information specified in this covenant by furnishing the corresponding reports of such other Person, provided such other Person has guaranteed the Notes. 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 Notes remain outstanding and constitute “restricted securities” that would have been under Rule 144, the Issuer will furnish to the holders of the Notes, and to securities analysts and prospective investors, upon their request, the information required to be contained in annual reports delivered pursuant to Rule 144A(d)(4) under the Securities Act. Any and all Defaults or Events of Default arising from a failure to timely provide a report or information pursuant to this covenant shall be deemed cured upon furnishing or filing such information or report as contemplated by this covenant (but without regard to the date on Form 10-K and quarterly reports on Form 10-Q, respectively, had the Company been subject to which such Exchange Act reporting requirementsinformation or report is so furnished or filed). The Trustee shall have no obligation to determine whether or not such Delivery of reports, information, statements or documents have been filed, posted or delivered. Delivery of such reports, information, statements and documents other reports to the Trustee is for informational purposes only only, and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of the Company’s covenants under the Indenture, as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate. If the Company elects to furnish such reports via a Confidential Datasite, access to the Confidential Datasite will be provided upon request to Holders, beneficial owners of and bona fide potential investors in the Notes. Reports, information and documents filed with the SEC via the EXXXX system will be deemed to be delivered to the Trustee as of the time of such filing via EXXXX for purposes of this covenant; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed via EXXXX. Delivery of such reports, information and documents 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 GuarantorIssuer’s compliance with any of its covenants relating to under the Notes indenture (as to which the Trustee is entitled to rely exclusively conclusively on an OfficerOfficers’ Certificates). The Trustee shall be under no duty to monitor or confirm, on a continuing basis or otherwise, the Issuer’s Certificate)or any other person’s compliance with any of the covenants hereunder, to determine whether such reports, information, documents and other reports are available on the SEC’s website or on the Issuer’s website, to examine such reports, information, documents and other reports to ensure compliance with the provisions hereof or to ascertain the correctness or otherwise of the information or the statements contained therein, or to participate in any conference calls.

Provision of Financial Information. For so long as the Notes are outstanding, if at any time the Guarantor is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will, at the Company’s option, either (i) post on a publicly available website, (ii) post on IntraLinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (a “Confidential Datasite”), or (iii) deliver to the Trustee and the Holders of the Notes within 15 days of the filing date that would be applicable to a non-accelerated filer at that time pursuant to applicable SEC rules and regulations, the quarterly and audited annual financial statements and accompanying “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that would have been required to be contained in annual reports on Form 10-K and quarterly reports on Form 10-Q, respectively, had the Company been subject to such Exchange Act reporting requirements. The Trustee shall have no obligation to determine whether or not such reports, information, statements or documents have been filed, posted or delivered. Delivery of such reports, information, statements and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of the Company’s covenants under the Indenture, as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate. If the Company elects to furnish such reports via a Confidential Datasite, access to the Confidential Datasite will be provided upon request to Holders, beneficial owners of and bona fide potential investors in the Notes. Reports, information and documents filed with the SEC via the EXXXX XXXXX system will be deemed to be delivered to the Trustee as of the time of such filing via EXXXX XXXXX for purposes of this covenant; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed via EXXXXXXXXX. Delivery of such reports, information and documents 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 Guarantor’s compliance with any of its covenants relating to the Notes (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Provision of Financial Information. For so long (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 Notes are outstanding, if at any time the Guarantor is not subject to the periodic reporting requirements of SEC by Sections 13(a) or 15(d) under the Exchange Act for any reason, the Company will, at the Company’s option, either (i) post on a publicly available website, (ii) post on IntraLinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (a “Confidential Datasite”), or (iii) deliver to the Trustee and the Holders of the Notes within 15 days of the filing date that would be applicable to a non-accelerated filer at that time pursuant to applicable SEC rules and regulations, the quarterly and audited annual financial statements and accompanying “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that would have been required to be contained in annual reports on Form 10-K and quarterly reports on Form 10-Q, respectively, had the Company been if it was subject to such Exchange Act reporting requirements. The Trustee shall have no obligation to determine whether or not such reports, information, statements or documents have been filed, posted or delivered. Delivery of such reports, information, statements and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of the Company’s covenants under the Indenture, as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate. If the Company elects to furnish such reports via a Confidential Datasite, access to the Confidential Datasite will be provided upon request to Holders, beneficial owners of and bona fide potential investors in the Notes. Reports, information and documents filed with the SEC via the EXXXX system will be deemed to be delivered to the Trustee as of the time of such filing via EXXXX for purposes of this covenantthereto; provided, however, that 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 have no obligation whatsoever post such documents and reports on the Parent’s public website. The Parent shall supply the Trustee and each Holder or shall supply to determine whether or not 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 or and reports have been filed via EXXXX. Delivery of such reports, information and documents 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 Guarantor’s Issuers’ and their Restricted Subsidiaries’ compliance with any of its the covenants relating to the Notes hereunder (as to which the Trustee is entitled to rely exclusively on an OfficerOfficers’ 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 Certificate)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.

Provision of Financial Information. For so long as Whether or not the Notes are outstanding, if at any time the Guarantor Issuer is not subject to the periodic reporting requirements of Section 13 or Section 15(d) of the Exchange Act for any reasonAct, to the extent not prohibited by the Exchange Act, the Company willIssuer will file with the SEC, at the Company’s option, either (i) post on a publicly and make available website, (ii) post on IntraLinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (a “Confidential Datasite”), or (iii) deliver to the Trustee and the Holders of the Notes within 15 days 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 filing date foregoing as the SEC may by rules and regulations prescribe) that would be are specified in Sections 13 and 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 at filer. In the event that time the Issuer is not permitted to file such reports, documents and information with the SEC pursuant to applicable SEC rules and regulationsthe Exchange Act, the quarterly Issuer will nevertheless make available such Exchange Act information to the Trustee and audited annual the Holders of the Securities without cost to any Holder as if 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” that would have been 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 contained in annual reports on Form 10-K and quarterly reports on Form 10-Q, respectively, had the Company been subject delivered pursuant to such Exchange Act reporting requirements. The Trustee shall have no obligation to determine whether or not such reports, information, statements or documents have been filed, posted or delivered. Delivery of such reports, information, statements and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of the Company’s covenants Rule 144A(d)(4) under the Indenture, as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate. If the Company elects to furnish such reports via a Confidential Datasite, access to the Confidential Datasite will be provided upon request to Holders, beneficial owners of and bona fide potential investors in the Notes. Reports, information and documents filed with the SEC via the EXXXX system will be deemed to be delivered to the Trustee as of the time of such filing via EXXXX for purposes of this covenant; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed via EXXXX. Delivery of such reports, information and documents 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 Guarantor’s compliance with any of its covenants relating to the Notes (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate)Securities Act.

Provision of Financial Information. For so long as the any Notes are outstanding, if at any time the Guarantor is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company Guarantor will, at the CompanyGuarantor’s option, either (i) post on a publicly available website, file with the SEC or (ii) post on IntraLinks or any comparable password protected online data system requiring user identification the Guarantor’s website and a confidentiality acknowledgement (a “Confidential Datasite”), or (iii) will deliver to the Trustee and the Holders of the Notes within 15 days of the filing date that would be applicable to a non-accelerated filer at that time pursuant to applicable SEC rules and regulations, the quarterly and audited annual financial statements and accompanying “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that would have been required to be contained in annual reports on Form 10-K and quarterly reports on Form 10-Q, respectively, had the Company Guarantor been subject to such Exchange Act reporting requirements. The Trustee shall have no obligation to determine whether or not such reports, information, statements or documents have been filed, posted or delivered. Delivery of such reports, information, statements and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute notice of any information contained therein or determinable from information contained therein, including the Company’s or the Guarantor’s compliance with any of the Company’s covenants under the Indenture, as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate. If the Company elects to furnish such reports via a Confidential Datasite, access to the Confidential Datasite will be provided upon request to Holders, beneficial owners of and bona fide potential investors in the Notes. Reports, information and documents filed with the SEC via the EXXXX XXXXX system will be deemed to be delivered to the Trustee as of the time of such filing via EXXXX XXXXX for purposes of this covenantSection 6.5; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed via EXXXXXXXXX. Delivery of such reports, information and documents 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 Company’s or the Guarantor’s compliance with any of its the covenants relating to the Notes (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate).

Provision of Financial Information. For Whether or not the Issuer is subject to Sections 13(a) or 15(d) of the Exchange Act, or any successor provision thereto, the Issuer shall file with the SEC so long as the Notes Securities are outstandingoutstanding the annual reports, if at any time quarterly reports and other periodic reports which the Guarantor is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will, at the Company’s option, either (i) post on a publicly available website, (ii) post on IntraLinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (a “Confidential Datasite”), or (iii) deliver to the Trustee and the Holders of the Notes within 15 days of the filing date that would be applicable to a non-accelerated filer at that time pursuant to applicable SEC rules and regulations, the quarterly and audited annual financial statements and accompanying “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that Issuer would have been required to be contained in annual reports on Form 10-K and quarterly reports on Form 10-Q, respectively, had file with the Company been subject SEC pursuant to such Exchange Act reporting requirementsSections 13(a) or 15(d) or any successor provision thereto if the Issuer was so subject on or prior to the respective dates (the "Required Filing Dates") by which the Issuer would have been required so to file such documents if the Issuer was so subject. The Trustee Issuer shall have no obligation to determine also in any event (a) within 15 days of each Required Filing Date (whether or not permitted or required to file with the SEC) (i) transmit or cause to be transmitted by mail to all holders of Securities, as their names and addresses appear in the register maintained by the Registrar, without cost to such holders, and (ii) file with the Trustee, copies of the annual reports, informationquarterly reports and other documents which the Issuer is required to file with the SEC pursuant to the preceding sentence or, statements if such filing is not so permitted, information and data of a similar nature, and (b) if, notwithstanding the preceding sentence, filing such documents by the Issuer with the SEC is not permitted by SEC practice or documents have been filedapplicable law or regulations, posted or delivered. Delivery promptly upon written request supply copies of such reports, information, statements and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such any Holder. The Issuer shall not constitute notice be obligated to file any such reports with the SEC if the SEC does not permit such filings for all companies similarly situated other than due to any action or inaction by the Issuer. The Issuer will also comply with ss.314(a) of any information contained therein or determinable from information contained thereinthe TIA. In addition, including the Company’s compliance with for so long as any of the Company’s covenants under the Indenture, as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate. If the Company elects to furnish such reports via a Confidential Datasite, access Securities remain outstanding and prior to the Confidential Datasite will be provided later of the consummation of the Exchange Offer and the effectiveness of the Shelf Registration Statement, if required, the Issuer and each Subsidiary Guarantor shall furnish to holders and to securities analysts and prospective investors, upon request to Holderstheir request, beneficial owners of and bona fide potential investors in the Notes. Reports, information and documents filed with the SEC via the EXXXX system will be deemed required to be delivered pursuant to Rule 144A(d)(4) under the Trustee Securities Act of 1933, as of the time of such filing via EXXXX for purposes of this covenant; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed via EXXXX. Delivery of such reports, information and documents 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 Guarantor’s compliance with any of its covenants relating to the Notes (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate)amended.

Provision of Financial Information. For so long as Whether or not the Notes are outstanding, if at any time the Guarantor Issuer is not subject to the periodic reporting requirements of Section 13 or Section 15(d) of the Exchange Act for any reasonAct, to the extent not prohibited by the Exchange Act, the Company willIssuer will file with the SEC, at the Company’s option, either (i) post on a publicly and make available website, (ii) post on IntraLinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (a “Confidential Datasite”), or (iii) deliver to the Trustee and the Holders of the Notes within 15 days 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 filing date foregoing as the SEC may by rules and regulations prescribe) that would be are specified in Sections 13 and 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 at filer. In the event that time the Issuer is not permitted to file such reports, documents and information with the SEC pursuant to applicable SEC rules and regulationsthe Exchange Act, the quarterly Issuer will nevertheless make available such Exchange Act information to the Trustee and audited annual the Holders of the Securities without cost to any Holder as if 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” that would have been 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 contained in annual reports on Form 10-K and quarterly reports on Form 10-Q, respectively, had delivered pursuant to Rule 144A(d)(4) under the Company been subject to such Exchange Act reporting requirementsSecurities Act. The Trustee shall have no obligation to determine whether or not such if and when the reports, information, statements or documents have been filed, posted or delivered. Delivery of such reports, information, statements and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of the Company’s covenants under the Indenture, as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate. If the Company elects to furnish such reports via a Confidential Datasite, access to the Confidential Datasite will be provided upon request to Holders, beneficial owners of and bona fide potential investors in the Notes. Reports, information and documents of the Issuer are filed with the SEC Commission via the EXXXX XXXXX system will be deemed to be delivered to and available on the Trustee as of the time of such filing via EXXXX for purposes of this covenant; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed via EXXXXCommission’s XXXXX website. Delivery of such reports, information and documents 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 GuarantorIssuer’s compliance with any of its covenants relating to the Notes hereunder (as to which the Trustee is entitled to rely exclusively conclusively on an Officer’s CertificateOfficers’ Certificates). The Trustee is under no duty to examine such reports, information or documents to ensure compliance with the provision of this Indenture or to ascertain the correctness or otherwise of the information or the statements contained therein.

Provision of Financial Information. For so long as Whether or not the Notes are outstanding, if at any time the Parent Guarantor is not subject to the periodic reporting requirements of Section 13 or Section 15(d) of the Exchange Act for any reasonAct, to the extent not prohibited by the Exchange Act, the Company willParent Guarantor will file with the SEC, at the Company’s option, either (i) post on a publicly and make available website, (ii) post on IntraLinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (a “Confidential Datasite”), or (iii) deliver to the Trustee and the Holders of the Notes within 15 days 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 filing date foregoing as the SEC may by rules and regulations prescribe) that would be 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 the time periods specified therein with respect to a non-accelerated filer at filer. In the event that time the Parent Guarantor is not permitted to file such reports, documents and information with the SEC pursuant to applicable 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 the Parent Guarantor 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. This Section 3.10 will not impose any duty on the Parent Guarantor under the Xxxxxxxx-Xxxxx Act of 2002 and the related SEC rules and regulationsthat would not otherwise be applicable. If the Parent Guarantor has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and audited annual 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 Parent Guarantor and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent Guarantor. The availability of the foregoing materials on the SEC’s website or on the Parent Guarantor’s website shall be deemed to satisfy the foregoing delivery obligations. For so long as any Securities remain outstanding and constitute “restricted securities” that would have been 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 contained in annual reports on Form 10-K and quarterly reports on Form 10-Q, respectively, had the Company been subject delivered pursuant to such Exchange Act reporting requirements. The Trustee shall have no obligation to determine whether or not such reports, information, statements or documents have been filed, posted or delivered. Delivery of such reports, information, statements and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of the Company’s covenants Rule 144A(d)(4) under the Indenture, as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate. If the Company elects to furnish such reports via a Confidential Datasite, access to the Confidential Datasite will be provided upon request to Holders, beneficial owners of and bona fide potential investors in the Notes. Reports, information and documents filed with the SEC via the EXXXX system will be deemed to be delivered to the Trustee as of the time of such filing via EXXXX for purposes of this covenant; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed via EXXXX. Delivery of such reports, information and documents 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 Guarantor’s compliance with any of its covenants relating to the Notes (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate)Securities Act.

Provision of Financial Information. For so long as Whether or not the Notes are outstanding, if at any time the Guarantor Company is not subject to the periodic reporting requirements of Section 13 or Section 15(d) of the Exchange Act for any reasonAct, to the extent not prohibited by the Exchange Act, the Company willwill file with the SEC, at the Company’s option, either (i) post on a publicly and make available website, (ii) post on IntraLinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (a “Confidential Datasite”), or (iii) deliver 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 Notes within 15 days foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the filing date Exchange Act and applicable to a U.S. corporation within the time periods specified therein with respect to an accelerated filer. In the event that would be applicable 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 the Company 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 at that time filer. The annual and quarterly reports of the Company provided pursuant to applicable SEC rules and regulationsthe 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 of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and audited annual financial information required will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and accompanying “in Management’s Discussion and Analysis of Financial Condition and Results of Operations” that would have been required to be contained in annual reports on Form 10-K , of the financial condition and quarterly reports on Form 10-Q, respectively, had results of operations of the Company been subject to such Exchange Act reporting requirements. The Trustee shall have no obligation to determine whether or not such reports, information, statements or documents have been filed, posted or delivered. Delivery and its Restricted Subsidiaries separate from the financial condition and results of such reports, information, statements and documents to operations of the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any Unrestricted Subsidiaries of the Company’s covenants under . In addition, no later than five Business Days after the Indenturedate the annual and quarterly financial information for the prior fiscal period have been filed or furnished, as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate. If the Company elects shall also hold live quarterly conference calls with the opportunity to furnish such reports via a Confidential Datasite, access ask questions of management. No fewer than ten Business Days prior to the Confidential Datasite will date such conference call is to be provided upon request held, the Company shall issue a press release to Holdersthe appropriate U.S. wire services announcing such quarterly conference call for the benefit of the Trustee, the holders, beneficial owners of the Securities, prospective purchasers of the Securities, securities analysts and bona fide potential investors market making financial institutions, which press release shall 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. Notwithstanding the Notesforegoing, the 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. Reports, The availability of the foregoing materials on the SEC’s website or on the Company’s website shall be deemed to 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 information or report required by this covenant shall be deemed cured (and documents filed with the SEC via the EXXXX system will Company shall be deemed to be delivered in compliance with this covenant) upon furnishing or filing such information or report as contemplated by this covenant (but without regard to the Trustee as date on which such information or report is so furnished or filed); provided that such cure shall not otherwise affect the rights of the time of such filing via EXXXX for purposes Holders under Article VI hereof if the principal, premium, if any, and interest with respect to the Securities have been accelerated in accordance with the terms of this covenant; provided, however, that the Trustee shall have no obligation whatsoever Indenture and such acceleration has not been rescinded or cancelled prior to determine whether or not such information, documents or reports have been filed via EXXXX. Delivery of such reports, information and documents 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 Guarantor’s compliance with any of its covenants relating to the Notes (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate)cure.

Provision of Financial Information. For so long as Whether or not the Notes are outstanding, if at any time the Parent Guarantor is not subject to the periodic reporting requirements of Section 13 or Section 15(d) of the Exchange Act for any reasonAct, to the extent not prohibited by the Exchange Act, the Company willParent Guarantor will file with the SEC, at the Company’s option, either (i) post on a publicly and make available website, (ii) post on IntraLinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (a “Confidential Datasite”), or (iii) deliver to the Trustee and the Holders of the Notes within 15 days 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 filing date foregoing as the SEC may by rules and regulations prescribe) that would be are specified in Sections 13 and 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 at filer; provided, however, that time 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 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 applicable 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 the Parent Guarantor 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. In addition, the Parent Guarantor will make available to the Trustee and the Holders of the Securities without cost to any Holder (i) on or prior to December 18, 2009, unaudited combined financial statements of the Subsidiary Guarantors with respect to the nine months ended September 30, 2009, (ii) within 90 days after the end of the fiscal year ending December 31, 2009, audited consolidated financial statements of the Parent Guarantor and its Subsidiaries and (iii) within 45 days after the end of the fiscal quarter ending March 31, 2010, quarterly unaudited consolidated financial statements of the Parent 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 duty on the Parent Guarantor under the Xxxxxxxx-Xxxxx Act of 2002 and the related SEC rules and regulationsthat would not otherwise be applicable. If the Parent Guarantor has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and audited annual 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 's Discussion and Analysis of Financial Condition and Results of Operations” that would have been , 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 of the Parent Guarantor. The availability of the foregoing materials on the SEC's website or on the Parent Guarantor'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 Guarantors will furnished to the holders of the Securities, and to securities analysts and prospective investors, upon their request, the information required to be contained in annual reports on Form 10-K and quarterly reports on Form 10-Q, respectively, had the Company been subject delivered pursuant to such Exchange Act reporting requirements. The Trustee shall have no obligation to determine whether or not such reports, information, statements or documents have been filed, posted or delivered. Delivery of such reports, information, statements and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of the Company’s covenants Rule 144A(d)(4) under the Indenture, as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate. If the Company elects to furnish such reports via a Confidential Datasite, access to the Confidential Datasite will be provided upon request to Holders, beneficial owners of and bona fide potential investors in the Notes. Reports, information and documents filed with the SEC via the EXXXX system will be deemed to be delivered to the Trustee as of the time of such filing via EXXXX for purposes of this covenant; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed via EXXXX. Delivery of such reports, information and documents 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 Guarantor’s compliance with any of its covenants relating to the Notes (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate)Securities Act.

Provision of Financial Information. For Whether or not required by the Commission so long as the any Notes are outstanding, if at any time the Guarantor is not subject Parent shall furnish to the periodic reporting requirements of the Exchange Act for any reason, the Company will, at the Company’s option, either (i) post on a publicly available website, (ii) post on IntraLinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (a “Confidential Datasite”), or (iii) deliver to the Trustee and the Holders of Notes, and make available on a public website, or file with the Notes Commission through the Commission’s IDEA System (f/k/a/ XXXXX) (or any successor system), within 15 days the time periods specified in the Commission’s rules and regulations for non-accelerated filers, all quarterly and annual financial statements of the filing date Delaware that would be applicable to a non-accelerated filer at that time pursuant to applicable SEC rules and regulations, the quarterly and audited annual financial statements and accompanying “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that would have been required to be contained in annual reports a filing with the Commission on Form Forms 10-Q and 10-K if Delaware were required to file such Forms, and quarterly reports with respect to the annual financial statements only, a report on Form 10-Qthe annual financial statements, respectivelya report on the annual financial statements by Delaware’s certified independent accountants. In the event that any direct or indirect parent company of Delaware becomes a guarantor of the Master Lease, had the Company been subject Parent may satisfy its obligations under this Section 12.3 by furnishing financial statements with respect to such Exchange Act reporting requirementsparent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to Delaware and its Restricted Subsidiaries on a standalone basis, on the other hand. The Trustee Notwithstanding the foregoing, such requirements shall have no obligation to determine whether or not such reports, information, statements or documents have been filed, posted or delivered. Delivery of such reports, information, statements and documents be deemed satisfied prior to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any commencement of the Company’s covenants under Exchange Offer or the Indenture, as to which effectiveness of the Trustee is entitled to rely exclusively on an Officer’s Certificate. If Shelf Registration Statement by the Company elects to furnish such reports via a Confidential Datasite, access to the Confidential Datasite will be provided upon request to Holders, beneficial owners of and bona fide potential investors in the Notes. Reports, information and documents filed filing with the SEC via of the EXXXX system exchange offer registration statement or shelf registration statement, and any amendments thereto, in accordance with the requirements of Form X-00, X-0 or S-3, as applicable, with such financial statements that satisfy Regulation S-X of the Securities Act. Parent will also hold a quarterly conference call to discuss the financial results of Delaware and the Company with holders of the Notes, beginning with a discussion of the quarter ending October 31, 2009. Such conference call may be deemed to be delivered part of or separate from any conference call relating to the Trustee as financial results of the time of such filing via EXXXX for purposes of this covenant; provided, however, that the Trustee shall have no obligation whatsoever to determine whether Parent or not such information, documents or reports have been filed via EXXXX. Delivery of such reports, information and documents 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 Guarantor’s compliance with any of its covenants relating Subsidiaries (including for the avoidance of doubt, the conference call of the Company contemplated by Section 4.3). The conference call will not be later than five business days from the date on which the financial information of Delaware is filed or otherwise made available to holders of the Notes in accordance with this Indenture. No fewer than two days prior to the Notes (as conference call, Parent shall issue a press release to which the Trustee is entitled to rely exclusively on an Officer’s Certificate)appropriate wire services announcing the time, date and access details of such conference call.

Provision of Financial Information. For so long as the Notes are outstanding, if at any time Whether or not we or the Guarantor is not subject to the periodic reporting requirements Section 13 or 15(d) of the Exchange Act for any reasonAct, the Company Guarantor will, at the Company’s option, either (i) post on a publicly available website, (ii) post on IntraLinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (a “Confidential Datasite”), or (iii) deliver to the Trustee extent permitted under the Exchange Act, file with the SEC the annual reports, quarterly reports and other documents that the Holders of the Notes within 15 days of the filing date that would be applicable to a non-accelerated filer at that time pursuant to applicable SEC rules and regulations, the quarterly and audited annual financial statements and accompanying “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that Guarantor would have been required to be contained in annual reports on Form 10-K and quarterly reports on Form 10-Q, respectively, had file with the Company been subject SEC pursuant to such Exchange Act reporting requirements. The Trustee shall have no obligation to determine whether Section 13 or not 15(d) (the “Financial Statements”) if the Guarantor were so subject, such reports, information, statements or documents have been filed, posted or delivered. Delivery of such reports, information, statements and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of the Company’s covenants under the Indenture, as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate. If the Company elects to furnish such reports via a Confidential Datasite, access to the Confidential Datasite will be provided upon request to Holders, beneficial owners of and bona fide potential investors in the Notes. Reports, information and documents filed with the SEC via on or prior to the EXXXX system respective dates (the “Required Filing Dates”) by which the Guarantor would have been required so to file such documents if the Guarantor were so subject. The Guarantor will also in any event (1) within 15 days of each Required Filing Date (a) 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, quarterly reports and other documents that the Guarantor is required to file or would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if the Guarantor were subject to such sections, and (b) furnish to the Trustee copies of annual reports, quarterly reports and other documents that the Guarantor would have been required to file with the SEC pursuant to Section 13 or 15(d) of the Exchange Act if the Guarantor were subject to such sections; provided that the foregoing transmittal and furnishing requirements will be deemed to be delivered to satisfied if the Trustee as foregoing reports and documents are available on the SEC’s EXXXX system or on the Guarantor’s website within the applicable time period specified above, and (2) if filing such documents by the Guarantor with the SEC is not permitted under the Exchange Act, promptly upon written request and payment of the time reasonable cost of duplication and delivery, supply copies of such filing via EXXXX for purposes of this covenant; provided, however, that the Trustee shall have no obligation whatsoever documents to determine whether or not such information, documents or reports have been filed via EXXXXany prospective Holder. Delivery of such reports, information and documents 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 Guarantor’s our compliance with any of its the covenants relating to the Notes thereunder (as to which the Trustee is entitled to rely exclusively conclusively on an Officer’s Certificate). The Trustee shall have no liability or responsibility for the filing, timeliness or content of any such report.

Provision of Financial Information. For so long as Whether or not the Notes are outstanding, if at any time the Guarantor Company is not subject to the periodic reporting requirements of Section 13 or Section 15(d) of the Exchange Act for any reasonAct, the Company will, at the Company’s option, either (i) post on a publicly will make available website, (ii) post on IntraLinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (a “Confidential Datasite”), or (iii) deliver to the Trustee and the Holders of the Notes within 15 days Securities without cost, by posting the same on the Company’s website or the SEC’s XXXXX filing system as further provided below for public availability, the annual reports and the information, documents and other reports that are specified in Sections 13 and 15(d) of the filing date Exchange Act and applicable to a U.S. corporation that would be applicable due after the Issue Date, within the time periods specified therein with respect to a non-accelerated filer at filer. The Company will file a copy of each of the reports referred to in the preceding sentence with 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). This Section 3.10 will not impose any duty on the Company under the Xxxxxxxx-Xxxxx Act of 2002 and the related SEC rules that time would not otherwise be applicable. For the avoidance of doubt, (a) any such reports or other information delivered pursuant to applicable SEC rules and regulations, the quarterly and audited annual foregoing will not be required to contain the separate financial information for Subsidiary Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions and (b) such information shall not be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the financial information required will include, to the extent material, 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 Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. The availability of the foregoing materials on the SEC’s website or on the Company’s website shall be deemed to satisfy the foregoing delivery obligations. For so long as any Securities remain outstanding and constitute “restricted securities” that would have been under Rule 144, the Company will furnished to the holders of the Securities, and to securities analysts and prospective investors, upon their request, the information required to be contained in annual reports on Form 10-K and quarterly reports on Form 10-Q, respectively, had the Company been subject delivered pursuant to such Exchange Act reporting requirements. The Trustee shall have no obligation to determine whether or not such reports, information, statements or documents have been filed, posted or delivered. Delivery of such reports, information, statements and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of the Company’s covenants Rule 144A(d)(4) under the Indenture, as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate. If the Company elects to furnish such reports via a Confidential Datasite, access to the Confidential Datasite will be provided upon request to Holders, beneficial owners of and bona fide potential investors in the Notes. Reports, information and documents filed with the SEC via the EXXXX system will be deemed to be delivered to the Trustee as of the time of such filing via EXXXX for purposes of this covenant; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed via EXXXXSecurities Act. Delivery of such reports, information and documents 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 Guarantor’s Issuers’ compliance with any of its covenants relating to the Notes hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates).

Provision of Financial Information. For so long as Whether or not the Notes are outstanding, if at any time Parent Guarantor or the Guarantor Company is not required to be subject to the periodic reporting requirements Section 13(a) or 15(d) of the Exchange Act for Act, or any reasonsuccessor provision thereto, the Parent Guarantor or the Company willshall file with the Commission the annual reports, at quarterly reports and other documents which the Company’s option, either (i) post on a publicly available website, (ii) post on IntraLinks Parent Guarantor or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (a “Confidential Datasite”), or (iii) deliver to the Trustee and the Holders of the Notes within 15 days of the filing date that would be applicable to a non-accelerated filer at that time pursuant to applicable SEC rules and regulations, the quarterly and audited annual financial statements and accompanying “Management’s Discussion and Analysis of Financial Condition and Results of Operations” that Company would have been required to file with the Commission pursuant to such Section 13(a) or 15(d) or any successor provision thereto if the Parent Guarantor or the Company were so required, such documents to be contained filed with the Commission on or prior to the respective dates (the "Required Filing Dates") by which the Parent Guarantor or the Company would have been required so to file such documents if the Parent Guarantor or the Company were so required. The Parent Guarantor or the Company shall also in any event (i) within 15 days of each Required Filing Date (a) transmit by mail to all holders of Notes, as their names and addresses appear in the Note Register, without cost to such holders of Notes, and (b) file with the Trustee, copies of the annual reports on Form 10-K and reports, quarterly reports on Form 10-Q, respectively, had and other documents which the Parent Guarantor or the Company files with the Commission pursuant to such Section 13(a) or 15(d) or any successor provision thereto or would have been required to file with the Commission pursuant to such Section 13(a) or 15(d) or any successor provisions thereto if the Parent Guarantor or the Company were required to be subject to such Sections and (ii) if filing such documents by the Parent Guarantor or the Company with the Commission is not permitted under the Exchange Act reporting requirementsAct, promptly upon written request of a holder of Notes supply copies of such documents to any prospective holder of Notes. The Trustee shall have no obligation to determine whether or not such reportsIn addition, information, statements or documents unless the Notes have been filedpreviously registered under the Securities Act, posted if the Parent Guarantor or delivered. Delivery the Company are not subject to Section 13(a) or 15(d) of such reportsthe Exchange Act, information, statements and documents to the Trustee is for informational purposes only Parent Guarantor and the Trustee’s receipt of such Company shall not constitute notice of any furnish to holders and prospective investors, upon their request, the information contained therein or determinable from information contained therein, including the Company’s compliance with any of the Company’s covenants under the Indenture, as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate. If the Company elects to furnish such reports via a Confidential Datasite, access to the Confidential Datasite will be provided upon request to Holders, beneficial owners of and bona fide potential investors in the Notes. Reports, information and documents filed with the SEC via the EXXXX system will be deemed required to be delivered pursuant to Rule 144A(d)(4) under the Trustee as of the time of such filing via EXXXX for purposes of this covenant; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed via EXXXXSecurities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s 's receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Guarantor’s Company's compliance with any of its covenants relating to the Notes hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers' Certificates).

Provision of Financial Information. For so long as Whether or not the Notes are outstanding, if at any time the Parent Guarantor is not subject to the periodic reporting requirements of Section 13 or Section 15(d) of the Exchange Act for any reasonAct, to the extent not prohibited by the Exchange Act, the Company willParent Guarantor will file with the SEC, at the Company’s option, either (i) post on a publicly and make available website, (ii) post on IntraLinks or any comparable password protected online data system requiring user identification and a confidentiality acknowledgement (a “Confidential Datasite”), or (iii) deliver to the Trustee and the Holders of the Notes within 15 days 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 filing date foregoing as the SEC may by rules and regulations prescribe) that would be are specified in Sections 13 and 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 at filer. In the event that time the Parent Guarantor is not permitted to file such reports, documents and information with the SEC pursuant to applicable SEC rules and regulationsthe Exchange Act, the quarterly Parent Guarantor will nevertheless make available such Exchange Act information to the Trustee and audited annual the Holders of the Securities without cost to any Holder as if the Parent Guarantor 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 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, 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 Parent Guarantor and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Parent Guarantor. The availability of the foregoing materials on the SEC’s website or on the Parent Guarantor’s website shall be deemed to satisfy the foregoing delivery obligations. For so long as any Securities remain outstanding and constitute “restricted securities” that would have been 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 contained in annual reports on Form 10-K and quarterly reports on Form 10-Q, respectively, had the Company been subject delivered pursuant to such Exchange Act reporting requirements. The Trustee shall have no obligation to determine whether or not such reports, information, statements or documents have been filed, posted or delivered. Delivery of such reports, information, statements and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute notice of any information contained therein or determinable from information contained therein, including the Company’s compliance with any of the Company’s covenants Rule 144A(d)(4) under the Indenture, as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate. If the Company elects to furnish such reports via a Confidential Datasite, access to the Confidential Datasite will be provided upon request to Holders, beneficial owners of and bona fide potential investors in the Notes. Reports, information and documents filed with the SEC via the EXXXX system will be deemed to be delivered to the Trustee as of the time of such filing via EXXXX for purposes of this covenant; provided, however, that the Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed via EXXXX. Delivery of such reports, information and documents 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 Guarantor’s compliance with any of its covenants relating to the Notes (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate)Securities Act.