Common use of Requested Information Clause in Contracts

Requested Information. with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company and its Subsidiaries to perform its obligations hereunder, under the Credit-Linked Notes and under the Term Notes, including without limitation and subject to Section 10.06, such information as is required by SEC Rule 144A under the Securities Act to be delivered to a prospective transferee of the Credit-Linked Notes or Term Notes, the ability of the Company to perform under the Parent Guaranty, or the ability of the Subsidiary Guarantors to perform under the Subsidiary Guaranty. Documents required to be delivered pursuant to this Section 6.01 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender, the Administrative Agent and each L/C Issuer have access (whether a commercial, third- party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such any documents to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent, each L/C Issuer and each Lender (by telecopier or electronic mail) of the posting of any such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the covenant compliance information required by Section 6.02(a). The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a “Public Lender”). The Company hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the Company shall be under no obligation to m▇▇▇ any Company Materials “PUBLIC.”

Requested Information. with With reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company as you or any of its Subsidiaries or relating to the ability of the Company and its Subsidiaries to perform its obligations hereunder, under the Credit-Linked Notes and under the Term Notes, including without limitation and subject to Section 10.06, such information as is required by SEC Rule 144A under the Securities Act to be delivered to a prospective transferee of the Credit-Linked Notes or Term Notes, the ability of the Company to perform under the Parent Guaranty, or the ability of the Subsidiary Guarantors to perform under the Subsidiary GuarantyInstitutional Holder may reasonably request. Documents required to be delivered pursuant to this Section 6.01 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender, the Administrative Agent and each L/C Issuer have access (whether a commercial, third- party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such any documents to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent, each L/C Issuer and each Lender (by telecopier or electronic mail) of the posting of any such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the covenant compliance information required by Section 6.02(a). The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a “Public Lender”). The Company hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding Without limiting the foregoing, the Constituent Companies will permit you, so long as you are the holder of any Note, and each Institutional Holder of 5% or more of the aggregate principal amount of the Notes then outstanding (or such Persons as either you or such Institutional Holder may reasonably designate), to visit and inspect, under the Constituent Companies' guidance, any of the properties of any Constituent Company or any Subsidiary, to examine all of their books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers, employees, and, upon notification to the Chief Financial Officer of the Parent, independent public accountants (and by this provision each Constituent Company authorizes said accountants to discuss with you the finances and affairs of such Constituent Company and its Subsidiaries) all at such reasonable times and as often as may be reasonably requested. Any visitation shall be under no obligation at the sole expense of you or such Institutional Holder, unless a Default or Event of Default shall have occurred and be continuing or the holder of any Note or of any other evidence of Indebtedness of the Constituent Companies or any Subsidiary gives any written notice or takes any other action with respect to m▇▇▇ a claimed default, in which case, any Company Materials “PUBLICsuch visitation or inspection shall be at the sole expense of the Constituent Companies.”

Requested Information. with With reasonable promptness, such other data and information relating as you or any such Institutional Holder may reasonably request. Without limiting the foregoing, the Company will permit you, so long as you are the holder of any Note, and each Institutional Holder of not less than $1,000,000 principal amount of the then outstanding Notes (or such Persons as either you or such Institutional Holder may designate), to visit and inspect, under the businessCompany's guidance, operations, affairs, financial condition, assets or any of the properties of the Company or any Subsidiary, to examine all of its Subsidiaries or relating their books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers, employees, and independent public accountants (and by this provision the ability Company authorizes said accountants to discuss with you the finances and affairs of the Company and its Subsidiaries to perform its obligations hereunder, under the Credit-Linked Notes Subsidiaries) all at such reasonable times and under the Term Notes, including without limitation and subject to Section 10.06, such information as is required by SEC Rule 144A under the Securities Act to often as may be delivered to a prospective transferee of the Credit-Linked Notes reasonably requested. The Company shall promptly upon demand pay or Term Notes, the ability of the Company to perform under the Parent Guaranty, or the ability of the Subsidiary Guarantors to perform under the Subsidiary Guaranty. Documents required to be delivered pursuant to this Section 6.01 (to the extent reimburse any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on holder for all expenses which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender, the Administrative Agent and each L/C Issuer have access (whether a commercial, third- party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such any documents to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent, each L/C Issuer and each Lender (by telecopier or electronic mail) of the posting of any such documents. Notwithstanding anything contained herein, holder may incur in every instance the Company shall be required to provide paper copies of the covenant compliance information required by Section 6.02(a). The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company connection with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it visitation or maintaining its copies inspection during the continuance of such documentsany Default or Event of Default. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make has made available to you financial statements, documents and information (collectively "Materials"), and has agreed to furnish in the Lenders future certain additional Materials, in reliance on your commitment to use such information only for purposes reasonably related to your investment in the Notes issued hereunder and not to disclose any of such Materials which have been designated as "Confidential" by the L/C Issuers materials and/or information provided Company, other than (A) Materials that already were known to you prior to the time they were made available to you by or on behalf of the Company hereunder or any Subsidiary, (collectivelyB) Materials that are or become publicly available by reason other than disclosure by or through you or (C) Materials that you obtain from third parties who, “Company Materials”) by posting the Company Materials on IntraLinks to your knowledge, are not thereby breaching fiduciary or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect confidentiality obligations owed to the Company or any Subsidiary; provided, you may disclose such Materials to (i) your directors, officers, employees, agents, attorneys and professional consultants (after advising any such agents or professional consultants of the use and non-disclosure restrictions set forth above), (ii) any other holder of any Note, (iii) any Person to which you offer to sell a Note or Notes or any part thereof (if such Person has agreed in writing prior to its securities) (each, a “Public Lender”). The Company hereby agrees that (w) all Company Materials that are receipt of such materials to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” whichbound by the provisions of this paragraph), at a minimum(iv) any federal or state regulatory authority having jurisdiction over you, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (zv) the Administrative Agent and National Association of Insurance Commissioners or any similar organization or any other entity utilizing such information to rate or classify your debt or equity Securities or (vi) any other Person to which such delivery or disclosure may be necessary (a) in compliance with any law, rule, regulation or order applicable to you, (b) in response to any subpoena or other legal process or informal investigative command, (c) in connection with any litigation to which you are a party or (d) in order to preserve or protect your investment in the Arranger shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public InvestorNotes.” Notwithstanding the foregoing, the Company shall be under no obligation to m▇▇▇ any Company Materials “PUBLIC.”

Requested Information. with reasonable promptness, such other data and Such additional information relating to the business, operations, affairs, financial condition, assets or properties of the Company as you or any of its Subsidiaries or relating to the ability of the Company and its Subsidiaries to perform its obligations hereunder, under the Credit-Linked Notes and under the Term Notes, including without limitation and subject to Section 10.06, such information as is required by SEC Rule 144A under the Securities Act to be delivered to a prospective transferee of the Credit-Linked Notes or Term Notes, the ability of the Company to perform under the Parent Guaranty, or the ability of the Subsidiary Guarantors to perform under the Subsidiary Guaranty. Documents required to be delivered pursuant to this Section 6.01 (to the extent any such documents are included in materials otherwise filed with the SEC) holder may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on reasonably request concerning the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender, the Administrative Agent and each L/C Issuer have access (whether a commercial, third- party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such any documents to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent, each L/C Issuer and each Lender (by telecopier or electronic mail) of the posting of any such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the covenant compliance information required by Section 6.02(a). The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a “Public Lender”). The Company hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding Without limiting the foregoing, the Company will permit you, so long as you are the holder of any Note, and each institutional holder of the then outstanding Notes (or such Persons as either you or such holder may designate), under the Company's guidance, to visit the Company at its corporate headquarters and to examine all the books of account, records, reports and other papers of the Company, to make copies and extracts therefrom as is reasonably necessary for the purposes hereof, and to discuss its affairs, finances and accounts with its officers and independent public accountants (and by this provision the Company authorizes said accountants to discuss with you the finances and affairs of the Company) all at such reasonable times and as often as may be reasonably requested. Any information obtained by you or such other holder from such examination or discussion will be treated as confidential unless and until such information has been publicly disclosed by the Company; PROVIDED, HOWEVER, that nothing herein contained shall limit or impair the right or obligation of yourself or such other holder to disclose such information when required by law or to appropriate regulatory authorities having jurisdiction over your or its affairs (including, in all events, to proposed transferees of the Notes and to proposed purchasers of the assets of a holder of Notes) or to use the same in connection with the enforcement of the terms and conditions of this Agreement. Any visitation shall be under no obligation to m▇▇▇ at your sole expense or the sole expense of such institutional holder unless an Event of Default or an event which with the lapse of time or giving of notice and lapse of time would become an Event of Default shall have occurred and be continuing, in which case, any Company Materials “PUBLICsuch visitation or inspection shall be at the sole expense of the Company.”

Requested Information. with With reasonable promptness, following the reasonable request of the Administrative Agent, such other data information (financial or otherwise) as the Administrative Agent on its own behalf or on behalf of any Lender (acting through the Administrative Agent) may reasonably request in writing from time to time; provided that, notwithstanding anything to the contrary in this Section 9.1(f), none of the Borrower or any of its Restricted Subsidiaries will be required to provide any such other information pursuant to this Section 9.1(f) to the extent that (i) the provision thereof would violate any attorney client privilege (as reasonably determined by counsel (internal or external) to the Credit Parties), law, rule or regulation, or any contractual obligation of confidentiality binding on the Credit Parties or their respective affiliates (so long as not entered into in contemplation hereof) or (ii) such information constitutes attorney work product (as reasonably determined by counsel (internal or external) to the Credit Parties). Notwithstanding the foregoing, the obligations in clauses (a), (b) and (e) of this Section 9.1 may be satisfied with respect to financial information of the Borrower and the Restricted Subsidiaries by furnishing the Borrower’s (or any direct or indirect parent thereof), as applicable, Form 8-K, 10-K or 10-Q, as applicable, filed with the SEC; provided that, to the extent such information relates to a direct or indirect parent of the Borrower, such information is accompanied by consolidating or other information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company Borrower and its consolidated Restricted Subsidiaries to perform its obligations hereunderon a standalone basis, under on the Credit-Linked Notes and under the Term Notes, including without limitation and subject to Section 10.06, such information as is required by SEC Rule 144A under the Securities Act to be delivered to a prospective transferee of the Credit-Linked Notes or Term Notes, the ability of the Company to perform under the Parent Guaranty, or the ability of the Subsidiary Guarantors to perform under the Subsidiary Guarantyother hand. Documents required to be delivered pursuant to clauses (a), (b) and (e) of this Section 6.01 9.1 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company Borrower posts such documents, or provides a link thereto on the CompanyBorrower’s website on as notified to the Internet at the website address listed on Schedule 10.02Administrative Agent; or (ii) on which such documents are posted on the CompanyBorrower’s behalf on an Internet or intranet website, if any, or filed with the SEC, and available in ▇▇▇▇▇ (or any successor) to which each Lender, Lender and the Administrative Agent and each L/C Issuer have access (whether a commercial, third- third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such any documents to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent, each L/C Issuer and each Lender (by telecopier or electronic mail) of the posting of any such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the covenant compliance information required by Section 6.02(a). The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a “Public Lender”). The Company hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the Company shall be under no obligation to m▇▇▇ any Company Materials “PUBLIC.”

Requested Information. with With reasonable promptnesspromptness in the ordinary course of business, such other data and information relating to the business, operations, affairs, financial conditionconditions, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company and its Subsidiaries to perform its obligations hereunder, under the Credit-Linked Notes and under the Term Notes, including without limitation and subject to Section 10.06, such information as is required by SEC Rule 144A under the Securities Act to be delivered to a prospective transferee or in respect of the Credit-Linked Notes or Term Notesthis Agreement, the ability of the Company to perform under the Parent Guaranty, Series A Preferred Stock or the ability Certificate of the Subsidiary Guarantors to perform under the Subsidiary Guaranty. Documents required to be delivered pursuant to this Section 6.01 (to the extent Designation as any Preferred Shareholder or any such documents are included in materials otherwise filed with the SEC) Institutional Holder may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender, the Administrative Agent and each L/C Issuer have access (whether a commercial, third- party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such any documents to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent, each L/C Issuer and each Lender (by telecopier or electronic mail) of the posting of any such documentsreasonably request. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the covenant compliance information required by Section 6.02(a). The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a “Public Lender”). The Company hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding Without limiting the foregoing, the Company will permit each Preferred Shareholder, so long as it is the holder of any Series A Preferred Stock, and each other Institutional Holder of shares of Series A Preferred Stock, which by virtue of holding such shares shall be bound by this Agreement (or such Persons as either you or such Institutional Holder may designate, PROVIDED that such Persons have agreed in writing to be bound by the provisions of Section 4.01(b) hereof), to visit and inspect, under no obligation the Company's guidance, any of the properties of the Company or any Subsidiary, to m▇▇▇ examine all of their books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers and independent public accountants and independent engineers (and by this provision the Company and Old Matador authorize said accountants and independent engineers to discuss with any Preferred Shareholder the finances and affairs of the Company Materials “PUBLICand its Subsidiaries), all at such reasonable times and as often as may be reasonably requested in good faith. Any visitation or inspection shall be at the sole expense of the Preferred Shareholder or such Institutional Holder, unless the Company or Old Matador has defaulted in the performance any of their obligations hereunder (and has knowledge of such default or has received written notice thereof) or the holder of any evidence of Indebtedness of the Company or any Subsidiary gives any written notice or takes any other action with respect to a claimed default, in which case, any such visitation or inspection shall be at the sole reasonable expense of the Company.”

Requested Information. with reasonable promptness, such other data and information relating to the business, operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating to the ability of the Company and its Subsidiaries to perform its obligations hereunder, under the Credit-Linked Notes and under the Term Notes, including without limitation and subject to Section 10.06, such information as is required by SEC Rule 144A under the Securities Act to be delivered to a prospective transferee of the Credit-Linked Notes or Term Notes, the ability of the Company to perform under the Parent Guaranty, or the ability of the Subsidiary Guarantors to perform under the Subsidiary Guaranty. Documents required to be delivered pursuant to this Section 6.01 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender, the Administrative Agent and each L/C Issuer have access (whether a commercial, third- third-party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such any documents to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent, each L/C Issuer and each Lender (by telecopier or electronic mail) of the posting of any such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the covenant compliance information required by Section 6.02(a). The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a “Public Lender”). The Company hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor.” Notwithstanding the foregoing, the Company shall be under no obligation to m▇▇▇ any Company Materials “PUBLIC.”

Requested Information. with With reasonable promptness, such other data and information relating as the Purchaser or any such Institutional Holder may reasonably request, including, without limitation, such financial or other information as any holder of the Notes or any Person designated by such holder may reasonably determine as required to permit such holder to comply with requirements of Rule 144A promulgated under the businessAct in connection with the resale by it of the Notes. Without limiting the foregoing, operationsthe Company will permit the Purchaser, affairsso long as the Purchaser is the holder of a Note, financial conditionand each Institutional Holder of the then outstanding Notes (or such agent(s) as either the Purchaser or such Institutional Holder may designate) to visit and inspect, assets or under the Company's guidance, any of the properties of the Company or any Restricted Subsidiary, and to examine all of its Subsidiaries or relating their books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, employees, and independent public accountants (and by this provision the ability Company authorizes such accountants to discuss with the Purchaser the finances and affairs of the Company and its Subsidiaries to perform its obligations hereunder, under the Credit-Linked Notes Restricted Subsidiaries) all at such reasonable times and under the Term Notes, including without limitation and subject to Section 10.06, such information as is required by SEC Rule 144A under the Securities Act to be delivered to a prospective transferee of the Credit-Linked Notes or Term Notes, the ability of the Company to perform under the Parent Guaranty, or the ability of the Subsidiary Guarantors to perform under the Subsidiary Guaranty. Documents required to be delivered pursuant to this Section 6.01 (to the extent any such documents are included in materials otherwise filed with the SEC) often as may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender, the Administrative Agent and each L/C Issuer have access (whether a commercial, third- party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such any documents to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent, each L/C Issuer and each Lender (by telecopier or electronic mail) of the posting of any such documentsreasonably requested. Notwithstanding anything contained herein, in every instance the The Company shall be required to provide paper copies of pay or reimburse the covenant compliance information required by Section 6.02(a). The Administrative Agent shall have no obligation to request Purchaser or any such Institutional Holder for reasonable expenses which the delivery Purchaser or to maintain copies of the documents referred to above, and any such Institutional Holder may incur in any event shall have no responsibility to monitor compliance by the Company connection with any such request for deliveryvisitation or inspection occurring at such time as any Event of Default shall have occurred and be continuing. All information which is furnished to or obtained by any holder of Notes pursuant to this Section 5.16 or otherwise pursuant to this Agreement shall, if so requested in writing by the Company, be received and each Lender shall be solely responsible for requesting delivery to it held in confidence unless or maintaining its copies of such documents. The Company hereby acknowledges that (a) until the Administrative Agent and/or same has been publicly disclosed by the Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a “Public Lender”). The Company hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereofCompany; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that nothing herein contained shall limit or impair the right or obligation of any Institutional Holder of the Notes to disclose such information: (a) to its auditors, trustees, advisors, attorneys, employees or agents, (b) when required by any law, ordinance or governmental order, regulation, rule, policy, investigation or any regulatory authority request, (c) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state, provincial or Federal regulatory body having or claiming to have jurisdiction over such Institutional Holder or to the United States National Association of Insurance Commissioners or similar organizations or their successors, (d) which is publicly available or readily ascertainable from public sources, or which is received by any Institutional Holder of the Notes from a third Person who or which is not bound to keep the same confidential, (e) in connection with any proceeding, case or matter pending (or on its face purported to be pending) before any court, tribunal, arbitration board or any governmental agency, commission, authority, board or similar entity, (f) in connection with the enforcement by an Institutional Holder of its rights under or in respect of this Agreement or the Notes after the occurrence of a Default or Event of Default, or (g) to the extent such Company Materials constitute Information, they shall be treated as set forth necessary in Section 10.07); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion connection with any contemplated transfer of any of the Platform designated “Public Investor;” Notes by an Institutional Holder thereof (it being understood and (z) agreed that any such transferee which purchases such Notes shall itself be bound by the Administrative Agent terms and the Arranger shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investorprovisions hereof.” Notwithstanding the foregoing, the Company shall be under no obligation to m▇▇▇ any Company Materials “PUBLIC.”)

Requested Information. with With reasonable promptness, such other data and information relating as such Institutional Holder may reasonably request. Without limiting the foregoing, the Company will permit each Institutional Holder (or such Persons as such Institutional Holder may designate), to visit and inspect, under the businessCompany's guidance, operations, affairs, financial condition, assets or any of the properties of the Company or any Restricted Subsidiary, to examine all of its Subsidiaries or relating their books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers, employees, and, in the ability presence of an officer of the Company, the Company's independent public accountants (and by this provision the Company agrees to make an officer available to discuss with any Institutional Holder the finances and affairs of the Company and its Restricted Subsidiaries with said accountants) all at such reasonable times and as often as may be reasonably requested. The Company shall not be required to perform its obligations hereunderpay or reimburse any Holder for expenses which such Holder may incur in connection with any such visitation or inspection, under the Credit-Linked Notes except that if such visitation or inspection is made during any period when a Default or an Event of Default shall have occurred and under the Term Notes, including without limitation and subject to Section 10.06, such information as is required by SEC Rule 144A under the Securities Act to be delivered to a prospective transferee of the Credit-Linked Notes or Term Notescontinuing, the ability Company agrees to reimburse such Holder for all such expenses promptly upon demand. Each Holder exercising such visitation and inspection rights pursuant to the immediately preceding paragraph hereby agrees that it will not disclose without the prior written consent of the Company (other than to perform under the Parent Guarantyits directors, officers, employees, auditors, agents, professional consultants, advisors, counsel or the ability affiliates or to another Holder of the Subsidiary Guarantors to perform under Notes who shall be bound by the Subsidiary Guaranty. Documents required to be delivered pursuant to provisions of this Section 6.01 (to the extent 5.14) any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender, the Administrative Agent and each L/C Issuer have access (whether a commercial, third- party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such any documents to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent, each L/C Issuer and each Lender (by telecopier or electronic mail) of the posting of any such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the covenant compliance information required by Section 6.02(a). The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Company or any Restricted Subsidiary which is furnished pursuant to such visitation and inspection, provided that such Holder may disclose any such information (i) as has become generally available to the public or is readily ascertainable from public sources or which becomes available from another person, (ii) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state, provincial or federal regulatory body or self regulatory body having or claiming to have jurisdiction over such Holder or to the United States National Association of Insurance Commissioners or similar organizations or their successors, (iii) as may be required or appropriate in response to any summons or subpoena or in connection with any litigation, proceeding, case or matter pending (or on its securities) (each, a “Public Lender”). The Company hereby agrees that (w) all Company Materials that are face purported to be made available pending) before any court, tribunal or governmental agency, commission, authority, board or similar entity, (iv) in order to Public Lenders comply with any law, order, regulation or ruling applicable to such Holder, (v) to any entity utilizing such information to rate such Holder's claims paying ability or to classify the Notes purchased by such Holder, (vi) if a Default or Event of Default has occurred and be continuing, to the extent that such Holder believes it necessary or appropriate in order to protect its investment in the Notes or the enforcement of its rights and remedies under its Notes or this Agreement, or (vii) to a prospective transferee in connection with any contemplated transfer of any of the Notes by such Holder, which prospective transferee shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that deemed to be bound by this Section 5.14. Any transferee of any Note by its acceptance of the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company transfer of such Note shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Company Materials as not containing any material non-public information with respect agreed to the Company or its securities for purposes foregoing provisions of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in this Section 10.07); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor5.14.” Notwithstanding the foregoing, the Company shall be under no obligation to m▇▇▇ any Company Materials “PUBLIC.”

Requested Information. with With reasonable promptness, such other data and information relating as any holder of Notes, the U.S. Collateral Trustee or the Canadian Collateral Trustee may reasonably request. Without limiting the foregoing, the Parent will permit each holder of the then outstanding Notes (or such Persons as any such holder may designate), to visit and inspect, under the businessParent's guidance, operations, affairs, financial condition, assets or any of the properties of the Company Parent or any Restricted Subsidiary, to examine all of its Subsidiaries or relating their books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers, employees, and independent public accountants (and by this provision the ability Parent authorizes said accountants to discuss with such holders the finances and affairs of the Company Parent and its Subsidiaries to perform its obligations hereunder, under the Credit-Linked Notes Restricted Subsidiaries) all at such reasonable times and under the Term Notes, including without limitation and subject to Section 10.06, such information as is required by SEC Rule 144A under the Securities Act to be delivered to a prospective transferee of the Credit-Linked Notes or Term Notes, the ability of the Company to perform under the Parent Guaranty, or the ability of the Subsidiary Guarantors to perform under the Subsidiary Guaranty. Documents required to be delivered pursuant to this Section 6.01 (to the extent any such documents are included in materials otherwise filed with the SEC) often as may be delivered electronically and if so delivered, reasonably requested. The Parent shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender, the Administrative Agent and each L/C Issuer have access (whether a commercial, third- party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such any documents to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent, each L/C Issuer and each Lender (by telecopier or electronic mail) of the posting of any such documents. Notwithstanding anything contained herein, in every instance the Company shall not be required to provide paper copies pay or reimburse any holder of the covenant compliance information required by Section 6.02(a). The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and Notes for any expenses which such holder may incur in any event shall have no responsibility to monitor compliance by the Company connection with any such request visitation or inspection, except that if such visitation or inspection is made during any period when a Default or an Event of Default shall have occurred and be continuing, the Parent agrees to reimburse such holder for delivery, and each Lender shall be solely responsible for requesting delivery all reasonable expenses thereof promptly upon demand. Each Noteholder agrees that it will use all reasonable efforts to keep confidential any information from time to time supplied to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Company hereunder Parent (collectivelyincluding, “Company Materials”without limitation, any such information provided pursuant to this Section 5.18) by posting which the Company Materials Parent or any Person acting on IntraLinks its behalf designates in writing at the time of its delivery to such Noteholder, or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e.as promptly as practicable thereafter, Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a “Public Lender”). The Company hereby agrees that (w) all Company Materials that are is to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” whichtreated as confidential, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that the foregoing provisions of this paragraph shall not apply: (i) to any information already known to such Noteholder at the time of its receipt thereof (other than any such information which to such Noteholder's knowledge is already known to such Noteholder by virtue of any breach by any third party of any confidentiality obligation owed to the Parent or any Restricted Subsidiary); (ii) to any information which is or becomes public knowledge other than (to such Noteholder's knowledge) by reason of any breach of this paragraph; (iii) to the extent that such Company Materials constitute InformationNoteholder is required to disclose the information in question pursuant to any law, they statute, rule or regulation or any order of any court or judicial process or pursuant to any direction, request or requirement (whether or not having the force of law but, if not having the force of law, being of a type with which Institutional Holders in the relevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary or other authority; (iv) to the disclosure of any such information to any regulators or auditors including the NAIC or any successor agency; (v) to the disclosure of any such information to any other holder of a Note; (vi) to the disclosure of any information to such Noteholder's counsel or accountants or those of any other holder of a Note; (vii) to the disclosure of any information to any of such Noteholder's employees, agents or other professional advisors or those of any other holder of a Note; (viii) to the disclosure of any information to Moody's, Standard & Poor's or any other nationally recognized rating agency; (ix) to the extent that such Noteholder needs to disclose the information in question for the protection or enforcement of any of such Noteholder's rights or interests against the Issuer or the Parent, whether under this Agreement or otherwise; or (x) to the prospective transferee in connection with any contemplated transfer of any of the Notes (or of any other security of the Parent owned by such Noteholder or any Person advised by such Noteholder's investment advisor or any of its subsidiaries) by such Noteholder, provided that such prospective transferee shall be treated as set forth agree (in Section 10.07); (ywriting) all Company Materials marked “PUBLIC” are permitted to be made available through bound by the confidentiality provisions of this Section 5.18 as if it were a portion holder of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public InvestorNotes hereunder.” Notwithstanding the foregoing, the Company shall be under no obligation to m▇▇▇ any Company Materials “PUBLIC.”

Requested Information. with reasonable promptnessPromptly, from time to time, such other data and information relating to the business, operations, affairs, financial condition, assets reports or properties of the Company or any of its Subsidiaries or relating to the ability of the Company and its Subsidiaries to perform its obligations hereunder, under the Credit-Linked Notes and under the Term Notes, including without limitation and subject to Section 10.06, such information as is required by SEC Rule 144A under the Securities Act to be delivered to a prospective transferee of the Credit-Linked Notes or Term Notes, the ability of the Company to perform under the Parent Guaranty, or the ability of the Subsidiary Guarantors to perform under the Subsidiary Guaranty. Documents required to be delivered pursuant to this Section 6.01 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender, the Administrative Agent and each L/C Issuer have access (whether a commercial, third- party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such any documents to the Administrative Agent or any Lender that requests may reasonably request. Each of the Company to deliver such paper copies until a written request to cease delivering paper copies is given by and the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent, each L/C Issuer and each Lender (by telecopier or electronic mail) of the posting of any such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the covenant compliance information required by Section 6.02(a). The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company Borrower hereby acknowledges that (a) the Administrative Agent and/or the Arranger will may make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Company and the Borrower hereunder (collectively, “Company Borrower Materials”) by posting the Company Borrower Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders (each, a “Public Lender”) may be “public-side” Lenders (i.e., Lenders that have personnel who do not wish to receive material non-public information with respect to the Company or its the Borrower, their Affiliates or their respective securities of any of the foregoing and who may be engaged in investment and other market-related activities with respect to such Person’s securities) (each, a “Public Lender”). The Each of the Company and the Borrower hereby agrees that (w) all Company Borrower Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Borrower Materials “PUBLIC,” ”, the Company Borrower shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Company Borrower Materials as not containing any material non-public information with respect to the Company or its the Borrower or their securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Borrower Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Company Borrower Materials marked “PUBLIC” are permitted to be made available through a portion of the Platform designated “Public Investor;” ”; and (z) the Administrative Agent and the Arranger shall be entitled to treat any Company Borrower Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investor”.” Notwithstanding the foregoing, the Company shall be under no obligation to m▇▇▇ any Company Materials “PUBLIC.”

Requested Information. with With reasonable promptness, such other data and information relating as you or any such Institutional Holder may reasonably request. Without limiting the foregoing, the Company will permit you, so long as you are the holder of any Note, and each Institutional Holder of the then outstanding Notes (or such Persons as either you or such Institutional Holder may designate), to visit and inspect, under the businessCompany's guidance, operations, affairs, financial condition, assets or any of the properties of the Company or any Subsidiary, to examine all of its Subsidiaries or relating their books of account, financial records, reports and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers, employees, and independent public accountants (and by this provision the ability Company authorizes said accountants to discuss with you the finances and affairs of the Company and its Subsidiaries to perform its obligations hereunder, under the Credit-Linked Notes Subsidiaries) all at such reasonable times and under the Term Notes, including without limitation and subject to Section 10.06, such information as is required by SEC Rule 144A under the Securities Act to be delivered to a prospective transferee of the Credit-Linked Notes or Term Notes, the ability of the Company to perform under the Parent Guaranty, or the ability of the Subsidiary Guarantors to perform under the Subsidiary Guaranty. Documents required to be delivered pursuant to this Section 6.01 (to the extent any such documents are included in materials otherwise filed with the SEC) often as may be delivered electronically reasonably requested. You agree and if so delivered, any subsequent holder of any Note shall be deemed to have been delivered on the date agree to keep confidential any information made available to you pursuant to such a visit or inspection, provided that you may disclose any such information (i) on which as may be appropriate in connection with enforcing compliance with the Company posts such documentsterms and conditions of this Agreement or the Notes, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender, the Administrative Agent and each L/C Issuer have access (whether a commercial, third- party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such any documents to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent, each L/C Issuer and each Lender (by telecopier or electronic mail) of the posting of any such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the covenant compliance information required by Section 6.02(a). The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make as has become generally available to the Lenders public, (iii) as may be required in any report, statement or testimony submitted to Penford Corporation Restatement and Exchange Agreement (1992 Note Agreements) or required by any municipal, state, or Federal regulatory body, agency, authority or commission having or claiming to have jurisdiction over you, (iv) as may be necessary in connection with the L/C Issuers materials and/or information provided by or on behalf sale of the Company hereunder Notes to any prospective bona fide purchaser, (collectively, “Company Materials”v) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Company National Association of Insurance Commissioners (or its securitiesany successor agency thereto), or (vi) (each, a “Public Lender”). The Company hereby agrees that (w) all Company Materials that are to be made available any entity utilizing such information to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed rate or classify your debt or equity Securities or to have authorized the Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Company Materials as not containing any material non-public information with respect report to the Company or its securities for purposes public concerning the industry of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Company Materials marked “PUBLIC” which you are permitted to be made available through a portion of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investorpart.” Notwithstanding the foregoing, the Company shall be under no obligation to m▇▇▇ any Company Materials “PUBLIC.”

Requested Information. with With reasonable promptness, such other data and information relating as you or any such Institutional Holder may reasonably request with respect to the business, results of operations, affairs, financial condition, assets or properties of the Company or any of its Subsidiaries or relating Subsidiary and pertinent to the ability of the Company and its Subsidiaries to perform its obligations hereunder, under the Credit-Linked Notes and under the Term Notes, including without limitation and subject to Section 10.06, such information as is required by SEC Rule 144A under the Securities Act to be delivered to a prospective transferee of the Credit-Linked Notes or Term Notes, the ability of the Company to perform its obligations under this Agreement and the Parent GuarantyNotes, provided that if a Default or the ability an Event of the Subsidiary Guarantors to perform under the Subsidiary Guaranty. Documents required to be delivered pursuant to this Section 6.01 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically Default has occurred and if so deliveredis continuing, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender, the Administrative Agent and each L/C Issuer have access (whether a commercial, third- party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies also provide such other data and information with respect to the business and affairs of the Company or any Subsidiary as you or such Institutional Holder shall reasonably request. The Company shall permit the representatives of each holder of Notes that is an Institutional Holder: (x) if no Default or Event of Default then exists, at the expense of such any documents holder and upon reasonable prior notice to the Administrative Agent or any Lender that requests Company, to visit the principal executive office of the Company, to discuss the affairs, finances and accounts of the Company and its Subsidiaries with the Company's officers, and, with the consent of the Company (which consent will not be unreasonably withheld) to deliver visit the other offices and properties of the Company and each Subsidiary, all at such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender reasonable times and as often as may be reasonably requested in writing; and (iiy) if a Default or Event of Default then exists, at the expense of the Company shall notify the Administrative Agent, each L/C Issuer and each Lender (by telecopier or electronic mail) of the posting including out-of-pocket expenses of any such documents. Notwithstanding anything contained hereinholder, in every instance the Company shall be required but excluding (1) salary expenses of employees of such holder conducting such visitation or inspection and (2) other internal overhead expenses of such holder) to provide paper copies visit and inspect any of the covenant compliance information required by Section 6.02(a). The Administrative Agent shall have no obligation to request the delivery offices or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf properties of the Company hereunder or any Subsidiary, to examine all of their respective books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss with you their respective affairs, finances and accounts with their respective officers and independent public accountants (collectively, “Company Materials”) and by posting this provision the Company Materials on IntraLinks or another similar electronic system (authorizes said accountants to discuss the “Platform”) affairs, finances and (b) certain accounts of the Lenders Company and its Subsidiaries), all at such times and as often as may be “public-side” Lenders (i.e., Lenders requested. You agree that do not wish you will keep confidential in accordance with your internal policies and procedures in effect from time to receive material non-public time for protecting confidential information of third parties delivered to you any written information with respect to the Company or its securities) (each, a “Public Lender”). The Company hereby agrees that (w) all Company Materials that are Subsidiaries which is furnished pursuant to be made available to Public Lenders shall be clearly this Agreement and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) which is designated by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes Subsidiaries to you in writing as confidential, provided that you may disclose any such information (1) as has become generally available to the public (other than as a consequence of United States your actions) or to you on a non-confidential basis from a source other than the Company or its Subsidiaries or as was known to you on a non-confidential basis prior to its disclosure by the Company or its Subsidiaries, (2) as may be required in your reasonable judgment in any report, statement or testimony submitted to any municipal, state or Federal and state securities laws regulatory body having or claiming to have jurisdiction over you or to the National Association of Insurance Commissioners or similar organizations or their successors, (provided3) as may be required or appropriate in response to any summons or subpoena or in connection with any litigation, however, that (4) to the extent that in your reasonable judgment you believe it required in order to protect your investment in the Notes following the occurrence of a Default or Event of Default or, at any time, in order to comply with any law, order, regulation or ruling applicable to you, (5) to your officers, trustees, employees, auditors or counsel or to rating agencies or another holder of the Notes, (6) to Persons who are parties to similar confidentiality agreements relating to the Notes, or (7) to a prospective transferee which has agreed in writing prior to its receipt of such Company Materials constitute Informationconfidential information to be bound by the provisions of this Section5.15 in connection with any contemplated transfer of any of the Notes by you. By its acceptance of a Note, they any transferee shall be treated as set forth in Section 10.07); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion bound by the terms of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investorthis Section5.” Notwithstanding the foregoing, the Company shall be under no obligation to m▇▇▇ any Company Materials “PUBLIC.”

Requested Information. with With reasonable promptness, such other data and information relating as you or any such Institutional Holder may reasonably request if the request is limited to matters reasonably deemed by you or such Institutional Holder to be relevant to your or such Institutional Holder's investment in the businessNotes. Without limiting the foregoing, operationsthe Company will permit you, affairsso long as you are the holder of any Note, financial conditionand each Institutional Holder of the then outstanding Notes (or such Persons as either you or such Institutional Holder may designate), assets to visit and inspect, after giving the Company reasonable notice of and the opportunity to accompany you on such visitation or inspection, any of the properties of the Company or any Subsidiary, to examine all of its Subsidiaries or relating their books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers, employees, and independent public accountants (and by this provision the ability Company authorizes said accountants to discuss with you the finances and affairs of the Company and its Subsidiaries Subsidiaries), all at such reasonable times and as often as may be reasonably requested, if the request is limited to perform its obligations hereunder, under the Credit-Linked Notes and under the Term Notes, including without limitation and subject to Section 10.06, matters reasonably deemed by you or such information as is required by SEC Rule 144A under the Securities Act Institutional Holder to be delivered relevant to your or such Institutional Holder's investment in the Notes. Any visitation shall be at the sole expense of you or such Institutional Holder, unless a prospective transferee Default or Event of Default shall have occurred and be continuing or the Credit-Linked Notes holder of any Note or Term Notes, the ability of any other evidence of Debt of the Company to perform under the Parent Guaranty, or the ability of the Subsidiary Guarantors to perform under the Subsidiary Guaranty. Documents required to be delivered pursuant to this Section 6.01 (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender, the Administrative Agent and each L/C Issuer have access (whether a commercial, third- party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such any documents to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a Subsidiary gives any written request to cease delivering paper copies is given by the Administrative Agent notice or such Lender and (ii) the Company shall notify the Administrative Agent, each L/C Issuer and each Lender (by telecopier or electronic mail) of the posting of takes any such documents. Notwithstanding anything contained herein, in every instance the Company shall be required to provide paper copies of the covenant compliance information required by Section 6.02(a). The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and in any event shall have no responsibility to monitor compliance by the Company with any such request for delivery, and each Lender shall be solely responsible for requesting delivery to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information other action with respect to the Company a claimed default, in which case, any such visitation or its securities) (each, a “Public Lender”). The Company hereby agrees that (w) all Company Materials that are to be made available to Public Lenders inspection shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that to the extent such Company Materials constitute Information, they shall be treated as set forth in Section 10.07); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion sole expense of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public InvestorCompany.” Notwithstanding the foregoing, the Company shall be under no obligation to m▇▇▇ any Company Materials “PUBLIC.”

Requested Information. with With reasonable promptness, such other data and information relating as any holder of Notes, the U.S. Collateral Trustee or the Canadian Collateral Trustee may reasonably request. Without limiting the foregoing, the Parent will permit each holder of the then outstanding Notes (or such Persons as any such holder may designate), to visit and inspect, under the businessParent's guidance, operations, affairs, financial condition, assets or any of the properties of the Company Parent or any Restricted Subsidiary, to examine all of its Subsidiaries or relating their books of account, records, reports and other papers, to make copies and extracts therefrom and to discuss their respective affairs, finances and accounts with their respective officers, employees, and independent public accountants (and by this provision the ability Parent authorizes said accountants to discuss with such holders the finances and affairs of the Company Parent and its Subsidiaries to perform its obligations hereunder, under the Credit-Linked Notes Restricted Subsidiaries) all at such reasonable times and under the Term Notes, including without limitation and subject to Section 10.06, such information as is required by SEC Rule 144A under the Securities Act to be delivered to a prospective transferee of the Credit-Linked Notes or Term Notes, the ability of the Company to perform under the Parent Guaranty, or the ability of the Subsidiary Guarantors to perform under the Subsidiary Guaranty. Documents required to be delivered pursuant to this Section 6.01 (to the extent any such documents are included in materials otherwise filed with the SEC) often as may be delivered electronically and if so delivered, reasonably requested. The Parent shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender, the Administrative Agent and each L/C Issuer have access (whether a commercial, third- party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such any documents to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent, each L/C Issuer and each Lender (by telecopier or electronic mail) of the posting of any such documents. Notwithstanding anything contained herein, in every instance the Company shall not be required to provide paper copies pay or reimburse any holder of the covenant compliance information required by Section 6.02(a). The Administrative Agent shall have no obligation to request the delivery or to maintain copies of the documents referred to above, and Notes for any expenses which such holder may incur in any event shall have no responsibility to monitor compliance by the Company connection with any such request visitation or inspection, except that if such visitation or inspection is made during any period when a Default or an Event of Default shall have occurred and be continuing, the Parent agrees to reimburse such holder for delivery, and each Lender shall be solely responsible for requesting delivery all reasonable expenses thereof promptly upon demand. Each Noteholder agrees that it will use all reasonable efforts to keep confidential any information from time to time supplied to it or maintaining its copies of such documents. The Company hereby acknowledges that (a) the Administrative Agent and/or the Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Company hereunder Parent (collectivelyincluding, “Company Materials”without limitation, any such information provided pursuant to this Section 5.18) by posting which the Company Materials Parent or any Person acting on IntraLinks its behalf designates in writing at the time of its delivery to such Noteholder, or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e.as promptly as practicable thereafter, Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a “Public Lender”). The Company hereby agrees that (w) all Company Materials that are is to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” whichtreated as confidential, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereof; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that the foregoing provisions of this paragraph shall not apply: (i) to any information already known to such Noteholder at the time of its receipt thereof (other than any such information which to such Noteholder's knowledge is already known to such Noteholder by virtue of any breach by any third party of any confidentiality obligation owed to the Parent or any Restricted Subsidiary); (ii) to any information which is or becomes public knowledge other than (to such Noteholder's knowledge) by reason of any breach of this paragraph; (iii) to the extent that such Company Materials constitute InformationNoteholder is required to disclose the information in question pursuant to any law, they statute, rule or regulation or any order of any court or judicial process or pursuant to any direction, request or requirement (whether or not having the force of law but, if not having the force of law, being of a type with which Institutional Holders in the relevant jurisdiction are accustomed to comply) of any self-regulating organization or any governmental, fiscal, monetary or other authority; (iv) to the disclosure of any such information to any regulators or auditors including the NAIC or any successor agency; (v) to the disclosure of any such information to any other holder of a Note; (vi) to the disclosure of any information to such Noteholder's counsel or accountants or those of any other holder of a Note; (vii) to the disclosure of any information to any of such Noteholder's employees, agents or other professional advisors or those of any other holder of a Note; (viii) to the disclosure of any information to ▇▇▇▇▇'▇, Standard & Poor's or any other nationally recognized rating agency; (ix) to the extent that such Noteholder needs to disclose the information in question for the protection or enforcement of any of such Noteholder's rights or interests against the Issuer or the Parent, whether under this Agreement or otherwise; or (x) to the prospective transferee in connection with any contemplated transfer of any of the Notes (or of any other security of the Parent owned by such Noteholder or any Person advised by such Noteholder's investment advisor or any of its subsidiaries) by such Noteholder, provided that such prospective transferee shall be treated as set forth agree (in Section 10.07); (ywriting) all Company Materials marked “PUBLIC” are permitted to be made available through bound by the confidentiality provisions of this Section 5.18 as if it were a portion holder of the Platform designated “Public Investor;” and (z) the Administrative Agent and the Arranger shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public InvestorNotes hereunder.” Notwithstanding the foregoing, the Company shall be under no obligation to m▇▇▇ any Company Materials “PUBLIC.”

Requested Information. with With reasonable promptness, such other data and information relating as the Purchasers or any such Institutional Holder may reasonably request, including, without limitation, such financial or other information as any holder of the Notes or any Person designated by such holder may reasonably determine as required to permit such holder to comply with requirements of Rule 144A promulgated under the businessAct in connection with the resale by it of the Notes. Without limiting the foregoing, operationsthe Company will permit any Purchaser, affairsso long as such Purchaser is the holder of any Note, financial conditionand each Institutional Holder of the then outstanding Notes (or such agent(s) as either such Purchaser or such Institutional Holder may designate) to visit and inspect, assets or under the Company's guidance, any of the properties of the Company or any Restricted Subsidiary, and to examine all of its Subsidiaries or relating their books of account, records, reports and other papers, to make copies and extracts therefrom, and to discuss their respective affairs, finances and accounts with their respective officers, employees, and independent public accountants (and by this provision the ability Company authorizes such accountants to discuss with any Purchaser the finances and affairs of the Company and its Subsidiaries to perform its obligations hereunder, under the Credit-Linked Notes Restricted Subsidiaries) all at such reasonable times and under the Term Notes, including without limitation and subject to Section 10.06, such information as is required by SEC Rule 144A under the Securities Act to be delivered to a prospective transferee of the Credit-Linked Notes or Term Notes, the ability of the Company to perform under the Parent Guaranty, or the ability of the Subsidiary Guarantors to perform under the Subsidiary Guaranty. Documents required to be delivered pursuant to this Section 6.01 (to the extent any such documents are included in materials otherwise filed with the SEC) often as may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date (i) on which the Company posts such documents, or provides a link thereto on the Company’s website on the Internet at the website address listed on Schedule 10.02; or (ii) on which such documents are posted on the Company’s behalf on an Internet or intranet website, if any, to which each Lender, the Administrative Agent and each L/C Issuer have access (whether a commercial, third- party website or whether sponsored by the Administrative Agent); provided that: (i) the Company shall deliver paper copies of such any documents to the Administrative Agent or any Lender that requests the Company to deliver such paper copies until a written request to cease delivering paper copies is given by the Administrative Agent or such Lender and (ii) the Company shall notify the Administrative Agent, each L/C Issuer and each Lender (by telecopier or electronic mail) of the posting of any such documentsreasonably requested. Notwithstanding anything contained herein, in every instance the The Company shall be required to provide paper copies of the covenant compliance information required by Section 6.02(a). The Administrative Agent shall have no obligation to request the delivery pay or to maintain copies of the documents referred to above, and reimburse any such Purchaser or any such Institutional Holder for reasonable expenses which such Purchaser or any such Institutional Holder may incur in any event shall have no responsibility to monitor compliance by the Company connection with any such request for deliveryvisitation or inspection occurring at such time as any Event of Default shall have occurred and be continuing. All information which is furnished to or obtained by any holder of Notes pursuant to this Section 5.15 or otherwise pursuant to this Agreement shall, if so requested in writing by the Company, be received and each Lender shall be solely responsible for requesting delivery to it held in confidence unless or maintaining its copies of such documents. The Company hereby acknowledges that (a) until the Administrative Agent and/or same has been publicly disclosed by the Arranger will make available to the Lenders and the L/C Issuers materials and/or information provided by or on behalf of the Company hereunder (collectively, “Company Materials”) by posting the Company Materials on IntraLinks or another similar electronic system (the “Platform”) and (b) certain of the Lenders may be “public-side” Lenders (i.e., Lenders that do not wish to receive material non-public information with respect to the Company or its securities) (each, a “Public Lender”). The Company hereby agrees that (w) all Company Materials that are to be made available to Public Lenders shall be clearly and conspicuously marked “PUBLIC” which, at a minimum, shall mean that the word “PUBLIC” shall appear prominently on the first page thereofCompany; (x) by marking Company Materials “PUBLIC,” the Company shall be deemed to have authorized the Administrative Agent, the Arranger, the L/C Issuers and the Lenders to treat such Company Materials as not containing any material non-public information with respect to the Company or its securities for purposes of United States Federal and state securities laws (provided, however, that nothing herein contained shall limit or impair the right or obligation of any Institutional Holder of the Notes to disclose such information: (a) to its auditors, attorneys, employees or agents, (b) when required by any law, ordinance or governmental order, regulation, rule, policy, investigation or any regulatory authority request, (c) as may be required or appropriate in any report, statement or testimony submitted to any municipal, state, provincial or Federal regulatory body having or claiming to have jurisdiction over such Institutional Holder or to the United States National Association of Insurance Commissioners or similar organizations or their successors, (d) which is publicly available or readily ascertainable from public sources, or which is received by any Institutional Holder of the Notes from a third Person who or which is not bound to keep the same confidential, (e) in connection with any proceeding, case or matter pending (or on its face purported to be pending) before any court, tribunal, arbitration board or any governmental agency, commission, authority, board or similar entity, (f) in connection with the enforcement by an Institutional Holder of its rights under or in respect of this Agreement or the Notes after the occurrence of a Default or Event of Default, or (g) to the extent such Company Materials constitute Information, they shall be treated as set forth necessary in Section 10.07); (y) all Company Materials marked “PUBLIC” are permitted to be made available through a portion connection with any contemplated transfer of any of the Platform designated “Public Investor;” Notes by an Institutional Holder thereof (it being understood and (z) agreed that any such transferee which purchases such Notes shall itself be bound by the Administrative Agent terms and the Arranger shall be entitled to treat any Company Materials that are not marked “PUBLIC” as being suitable only for posting on a portion of the Platform not designated “Public Investorprovisions hereof.” Notwithstanding the foregoing, the Company shall be under no obligation to m▇▇▇ any Company Materials “PUBLIC.”)