Common use of Commission Reports Clause in Contracts

Commission Reports. Whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company (or MSC, as the case may be) shall furnish to the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company (or MSC, as the case may be) were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon from certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company (or MSC, as the case may be) were required to file such reports. In addition, whether or not required by the rules and regulations of the Commission, the Company (or MSC, as the case may be) shall file a copy of all such information and reports with the Commission for public availability (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Company and MSC shall furnish to the Holders, and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall at all times comply with TIA Section 314(a). The financial information to be distributed to Holders of Notes shall be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar, within 15 days after the same would be required to be filed with the Commission if the Company were required to file the Forms containing such financial information. The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information and, if requested by the Company, the Trustee will deliver such reports to the Holders under this Section 4.03.

Commission Reports. Whether From and after the earlier of the effective date of the Exchange Offer Registration Statement or the effective date of the Shelf Registration Statement, whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company (or MSC, as the case may be) NEHC shall furnish to the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company (or MSC, as the case may be) NEHC were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon from by NEHC's certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company (or MSC, as the case may be) NEHC were required to file such reports. In addition, whether or not required by the rules and regulations of the Commission, the Company (or MSC, as the case may be) NEHC shall file a copy of all such information and reports with the Commission for public availability (unless the Commission will not accept such a filing) within the time periods that would have been applicable had NEHC been subject to such rules and regulations and make such information available to securities analysts and prospective investors upon request. In addition, the Company and MSC NEHC has agreed that, for so long as any Notes remain outstanding, it shall furnish to the Holders, and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company NEHC shall at all times comply with TIA Section ss. 314(a). The financial information to be distributed to Holders of Notes shall be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar, within 15 90 days after the same would be required to be filed with end of NEHC's fiscal years and within 45 days after the Commission if end of each of the Company were required to file the Forms containing first three quarters of each such financial informationfiscal year. The Company NEHC shall provide the Trustee with a sufficient number of copies of all reports and other documents and information and, if requested by the CompanyNEHC, the Trustee will deliver such reports to the Holders under this Section 4.03.

Commission Reports. Whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company (or MSC, as the case may be) AirGate shall furnish to the Holders of Notes (i) all quarterly and annual financial information that would be is required to be contained in a filing filed with the Commission on Forms 10-Q and 10-K if to the Company (or MSC, as the case may be) were required to extent AirGate does not file such FormsForms with the Commission, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon from by AirGate's certified independent accountants and (ii) all current reports that would be are required to be filed with the Commission on Form 8-K if to the Company (or MSC, as the case may be) were required to extent AirGate does not file such reportsreports with the Commission. In addition, whether or not required by the rules and regulations of the Commission, the Company (or MSC, as the case may be) AirGate shall file a copy of all such information and reports with the Commission for public availability (unless the Commission will not accept such a filing) within the time periods that would have been applicable had AirGate been subject to such rules and regulations and make such information available to securities analysts and prospective investors upon request. In addition, the Company and MSC shall furnish to the Holders, and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company AirGate shall at all times comply with TIA Section ss. 314(a). The To the extent AirGate does not publicly file such financial information to be distributed to Holders of Notes with the Commission, the financial information shall be filed with the Trustee and mailed to the Holders at the expense of AirGate at their addresses appearing in the register of Notes maintained by the Registrar, within 15 90 days after the same would be required to be filed with end of AirGate's fiscal years and within 45 days after the Commission if end of each of the Company were required to file the Forms containing first three quarters of each such financial informationfiscal year. The Company AirGate shall provide the Trustee with a sufficient number of copies of all reports and other documents and information and, if requested by the CompanyAirGate, the Trustee will deliver such reports to the Holders under this Section 4.034.3.

Commission Reports. Whether So long as required to do so under the Exchange Act, the Company shall file with the Commission and distribute to the Holders copies of the quarterly and annual financial information required to be filed with the Commission pursuant to the Exchange Act. All such financial information shall include consolidated financial statements (including footnotes) prepared in accordance with GAAP. Such annual financial information shall also include an opinion thereon expressed by an independent accounting firm of established national reputation. All such consolidated financial statements shall be accompanied by a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company and its Restricted Subsidiaries. In addition, whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company (or MSC, as the case may be) shall furnish to the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company (or MSC, as the case may be) were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that complies with the rules and regulations of the Commission and that describes the financial condition and results of operations of the Company and its Restricted Subsidiaries and, with respect to the annual information only, a report thereon from by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company (or MSC, as the case may be) were required to file such reports. In addition, whether or not required by the rules and regulations of the Commission, the Company (or MSC, as the case may be) shall file will submit a copy of all such information and reports with to the Commission for public availability (unless the Commission will not accept such a filingmaterials) and make such information available to securities analysts and prospective investors upon written request. In addition, during any period in which the Company and MSC is not subject to the reporting requirements of the Exchange Act, the Company shall furnish to the Holders, and to securities analysts Holders and prospective investors, upon their request, purchasers of the Notes the information required to be delivered pursuant to by Rule 144A(d)(4) under the Securities Act. The Company and each Subsidiary Guarantor shall at all times comply with TIA Section 314(a). The financial information to be distributed to Holders of Notes shall be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar, within 15 120 days after the same would be required to be filed with end of the Commission if Company's fiscal years and within 60 days after the Company were required to file end of each of the Forms containing first three quarters of each such financial informationfiscal year. The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information and, if requested by the Company, the Trustee will deliver such reports to the Holders under this Section 4.03.

Commission Reports. Whether From and after the earlier of the effective date of the Exchange Offer Registration Statement or the effective date of the Shelf Registration Statement, whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company (or MSC, as the case may be) shall furnish to the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company (or MSC, as the case may be) were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report thereon from by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company (or MSC, as the case may be) were required to file such reports, in each case within the time periods set forth in the Commission's rules and regulations (the "Required Filing Dates"). In addition, whether or not required by the rules and regulations of the Commission, at any time after the consummation of the Exchange Offer contemplated by the Registration Right Agreement, the Company (or MSC, as the case may be) shall file a copy of all such information and reports with the Commission for public availability by the Required Filing Dates (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, at all times that the Commission does not accept the filings provided for in the preceding sentence, the Company and MSC the Guarantors have agreed that, for so long as any Notes remain outstanding, they shall furnish to the Holders, Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall at all times comply with TIA Section 314(a). The financial information to be distributed to Holders of Notes shall be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar, within promptly after each Required Filing Date, but in any event no later than 15 days after the same would be required to be filed with the Commission if the Company were required to file the Forms containing following any such financial informationRequired Filing Date. The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information and, if requested by the Company and at the Company's expense, the Trustee will deliver such reports to the Holders under this Section 4.03.

Commission Reports. Whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company (or MSC, as the case may be) shall furnish to the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company (or MSC, as the case may be) were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report thereon from by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company (or MSC, as the case may be) were required to file such reports, in each case within the time periods specified in the Commission's rules and regulations. In addition, following the consummation of the Exchange Offer, whether or not required by the rules and regulations of the Commission, the Company (or MSC, as the case may be) shall will file a copy of all such information and reports with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Company and MSC shall has agreed that, for so long as is required for an offer or sale of the Notes to qualify for an exemption under Rule 144A, it will furnish to the Holders, Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company and each Subsidiary Guarantor shall at all times comply with TIA Section (S) 314(a). The financial information to be distributed to Holders of Notes shall be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar, within 15 120 days after the same would be required to be filed with end of the Commission if Company's fiscal years and within 60 days after the Company were required to file end of each of the Forms containing first three quarters of each such financial informationfiscal year. The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information and, if requested by the Company, the Trustee will deliver such reports to the Holders under this Section 4.03.

Commission Reports. Whether or not required by the rules and regulations Company is subject to the reporting requirements of Section 13 or 15(d) of the Commission, so long as any Notes are outstandingExchange Act, the Company (or MSC, as the case may be) shall furnish to the Trustee and the Holders of Notes (ithe Securities the business and financial information required in the annual, quarterly and current reports specified in Sections 13 and 15(d) all of the Exchange Act which the Company would be required to file if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The Company shall furnish such information to the Trustee and the Holders of the Securities no later than 60 days after the date on which the Company would have been required to file such reports with the Commission if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information that would be required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to be contained the financial statements and in a filing with the Commission on Forms 10-Q and 10-K if the Company (or MSC, as the case may be) were required to file such Forms, including a "Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" andOperations and Financial Condition, with respect to of the annual information only, a report thereon from certified independent accountants financial condition and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if results of operations of the Company (or MSC, as the case may be) were required to file such reports. In addition, whether or not required by the rules and regulations of the Commission, the Company (or MSC, as the case may be) shall file a copy of all such information and reports with the Commission for public availability (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestits Restricted Subsidiaries. In addition, the Company and MSC the Subsidiary Guarantors agree that they shall furnish make available to the Holders, Holders and to securities analysts and prospective investors, upon their requestthe request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. The For purposes of this Section 3.2, the Company shall at all times comply with TIA Section 314(a). The financial information and the Subsidiary Guarantors will be deemed to be distributed have furnished the reports to Holders of Notes shall be filed with the Trustee and mailed to the Holders at their addresses appearing in of the register of Notes maintained Securities as required by the Registrar, within 15 days after the same would be required to be this Section 3.2 if it has filed such reports with the Commission if via the Company were required to file the Forms containing such financial information. The Company shall provide the Trustee with a sufficient number of copies of all reports XXXXX filing system and other documents and information and, if requested by the Company, the Trustee will deliver such reports to the Holders under this Section 4.03are publicly available.

Commission Reports. Whether After December 31, 2004, whether or not required by the rules and regulations Company is then subject to Section 13(a) or 15(d) of the CommissionExchange Act, the Company will (a) file with the Commission (unless such filing is not permitted under the Exchange Act), so long as any Notes the Securities are outstanding, the annual reports, quarterly reports and other periodic reports (including financial statements and reports) which the Company (or MSC, as the case may be) shall furnish to the Holders of Notes (i) all quarterly and annual financial information that would be have been required to be contained in a filing file with the Commission on Forms 10-Q and 10-K pursuant to such Section 13(a) or 15(d) if the Company (or MSCwere so subject, as the case may be) were required to file and such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon from certified independent accountants and (ii) all current reports that would be required to documents shall be filed with the Commission on Form 8-K or prior to the respective dates (the "Required Filing Dates") by which the Company would have been required so to file such documents if the Company were so subject. After December 31, 2004, the Company will also in any event (i) within 15 days of each Required Filing Date, (a) transmit or MSCcause to be transmitted by mail to all Holders of Securities, as their names and addresses appear in the case may beSecurity Register, without cost to such Holders, and (b) were file with the Trustee copies of the annual reports, quarterly reports and other periodic reports which the Company would have been required to file with the Commission pursuant to Section 13(a) or 15(d) of the Exchange Act if the Company were subject to such reportsSections and (ii) if filing such documents by the Company with the Commission is prohibited under the Exchange Act, promptly upon written request and payment of the reasonable cost of duplication and delivery, supply copies of such documents to any prospective Holder at the Company's cost. In additionThe Company also shall comply with the provisions of TIA 314(a). Commencing on January 1, whether or 2005, and for so long as any Securities remain outstanding, if at any time the Company is not required to file with the Commission the reports required by the rules clauses (a) and regulations (b) of the Commissionthis Section 4.2, the Company (or MSC, as the case may be) shall file a copy of all such information and reports with the Commission for public availability (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Company and MSC shall furnish to the Holders, Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company Any Default with respect to this Section 4.2 with respect to the failure to file or deliver reports or other materials shall at all times comply with TIA Section 314(a). The financial information to be distributed to deemed automatically cured and waived by the Holders of Notes shall be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Notes maintained Securities by the Registrar, within 15 days after the same would be required to be filed with the Commission if the Company were required to file the Forms containing such financial information. The Company shall provide the Trustee with a sufficient number filing of copies or deliver of all reports and other documents and information and, if requested by the Company, the Trustee will deliver such reports to the Holders under this Section 4.03or other materials.

Commission Reports. Whether From and after the earlier of the effective date of the Exchange Offer Registration Statement or the effective date of the Shelf Registration Statement, whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company (or MSC, as the case may be) Holdings shall furnish to the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company (or MSC, as the case may be) Holdings were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon from by Holdings' certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company (or MSC, as the case may be) Holdings were required to file such reports. In addition, whether or not required by the rules and regulations of the Commission, the Company (or MSC, as the case may be) Holdings shall file a copy of all such information and reports with the Commission for public availability (unless the Commission will not accept such a filing) within the time periods that would have been applicable had Holdings been subject to such rules and regulations and make such information available to securities analysts and prospective investors upon request. In addition, the Company and MSC Holdings has agreed that, for so long as any Notes remain outstanding, it shall furnish to the Holders, and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company Holdings shall at all times comply with TIA Section ss. 314(a). The financial information to be distributed to Holders of Notes shall be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar, within 15 90 days after the same would be required to be filed with end of Holdings' fiscal years and within 45 days after the Commission if end of each of the Company were required to file the Forms containing first three quarters of each such financial informationfiscal year. The Company Holdings shall provide the Trustee with a sufficient number of copies of all reports and other documents and information and, if requested by the CompanyHoldings, the Trustee will deliver such reports to the Holders under this Section 4.034.3.

Commission Reports. Whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company (or MSC, as the case may be) AirGate shall furnish to the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company (or MSC, as the case may be) AirGate were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon from by AirGate's certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company (or MSC, as the case may be) AirGate were required to file such reports. In addition, whether or not required by the rules and regulations of the Commission, the Company (or MSC, as the case may be) AirGate shall file a copy of all such information and reports with the Commission for public availability (unless the Commission will not accept such a filing) within the time periods that would have been applicable had AirGate been subject to such rules and regulations and make such information available to securities analysts and prospective investors upon request. In addition, the Company and MSC shall furnish to the Holders, and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company AirGate shall at all times comply with TIA Section (S) 314(a). The financial information to be distributed to Holders of Notes shall be filed with the Trustee and mailed to the Holders at the expense of AirGate at their addresses appearing in the register of Notes maintained by the Registrar, within 15 90 days after the same would be required to be filed with end of AirGate's fiscal years and within 45 days after the Commission if end of each of the Company were required to file the Forms containing first three quarters of each such financial informationfiscal year. The Company AirGate shall provide the Trustee with a sufficient number of copies of all reports and other documents and information and, if requested by the CompanyAirGate, the Trustee will deliver such reports to the Holders under this Section 4.034.3.

Commission Reports. Whether From and after the earlier of the effective date of the Exchange Offer Registration Statement or the effective date of the Shelf Registration Statement, whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company (or MSC, as the case may be) shall furnish to the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company (or MSC, as the case may be) were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operation of the Company and its consolidated subsidiaries and, with respect to the annual information only, a report thereon from by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company (or MSC, as the case may be) were required to file such reportsreports in each case within the time periods set forth in the Commission's rules and regulations. In addition, whether or not required by the rules and regulations of the Commission, the Company (or MSC, as the case may be) shall file a copy of all such information and reports with the Commission for public availability (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, at all times that the Commission does not accept the filings provided for in the preceding sentence, the Company and MSC has agreed that, for so long as any Notes remain outstanding, it shall furnish to the Holders, Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall at all times comply with TIA Section 314(a). The financial information to be distributed to Holders of Notes shall be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar, within 15 90 days after the same would be required to be filed with end of the Commission if Company's fiscal years and within 45 days after the Company were required to file end of each of the Forms containing first three quarters of each such financial informationfiscal year. The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information and, if requested by the Company and at the Company's expense, the Trustee will deliver such reports to the Holders under this Section 4.03.

Commission Reports. Whether From and after the earlier of the effective date of the Exchange Offer Registration Statement or the effective date of the Shelf Registration Statement, whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company (or MSC, as the case may be) shall furnish to the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company (or MSC, as the case may be) were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report thereon from by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company (or MSC, as the case may be) were required to file such reports, in each case within the time periods set forth in the Commission's rules and regulations. In addition, whether or not required by the rules and regulations of the CommissionCommission at any time after the consummation of the Exchange Offer contemplated by the Registration Right Agreement, the Company (or MSC, as the case may be) shall file a copy of all such information and reports with the Commission for public availability within the time periods set forth in the Commission's rules and regulations, (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, at all times that the Commission does not accept the filings provided for in the preceding sentence, the Company and MSC the Guarantors have agreed that, for so long as any Notes remain outstanding, they shall furnish to the Holders, Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall at all times comply with TIA Section 314(a). The financial information to be distributed to Holders of Notes shall be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar, within 15 90 days after the same would be required to be filed with end of the Commission if Company's fiscal years and within 45 days after the Company were required to file end of each of the Forms containing first three quarters of each such financial informationfiscal year. The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information and, if requested by the Company and at the Company's expense, the Trustee will deliver such reports to the Holders under this Section 4.03.

Commission Reports. Whether or not required by the rules and regulations Company is subject to the reporting requirements of Section 13 or 15(d) of the Commission, so long as any Notes are outstandingExchange Act, the Company (or MSC, as the case may be) shall furnish to the Trustee and the Holders of Notes (ithe Securities the business and financial information required in the annual, quarterly and current reports specified in Sections 13 and 15(d) all of the Exchange Act which the Company would be required to file if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. The Company shall furnish such information to the Trustee and the Holders of the Securities no later than 60 days after the date on which the Company would have been required to file such reports with the Commission if the Company were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information that would be required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to be contained the financial statements and in a filing with the Commission on Forms 10-Q and 10-K if the Company (or MSC, as the case may be) were required to file such Forms, including a "Management's ’s Discussion and Analysis of Financial Condition and Results of Operations" andOperations and Financial Condition, with respect to of the annual information only, a report thereon from certified independent accountants financial condition and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if results of operations of the Company (or MSC, as the case may be) were required to file such reports. In addition, whether or not required by the rules and regulations of the Commission, the Company (or MSC, as the case may be) shall file a copy of all such information and reports with the Commission for public availability (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestits Restricted Subsidiaries. In addition, the Company and MSC the Subsidiary Guarantors agree that they shall furnish make available to the Holders, Holders and to securities analysts and prospective investors, upon their requestthe request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4144A (d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. The For purposes of this Section 3.2, the Company shall at all times comply with TIA Section 314(a). The financial information and the Subsidiary Guarantors will be deemed to be distributed have furnished the reports to Holders of Notes shall be filed with the Trustee and mailed to the Holders at their addresses appearing in of the register of Notes maintained Securities as required by the Registrar, within 15 days after the same would be required to be this Section 3.2 if it has filed such reports with the Commission if via the Company were required to file the Forms containing XXXXX filing system and such financial information. The Company shall provide reports are publicly available, provided, however, that the Trustee with a sufficient number shall have no responsibility to determine if such filing has occurred. Delivery of copies such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of all reports and other documents and such shall not constitute constructive notice of any information andcontained therein or determinable from information contained therein, if requested by including the Company, ’s compliance with any of its covenants hereunder (as to which the Trustee will deliver such reports is entitled to the Holders under this Section 4.03rely exclusively on Officers’ Certificates).

Commission Reports. Whether So long as required to do so under the Exchange Act, the Company shall file with the Commission and distribute to the Holders copies of the quarterly and annual financial information required to be filed with the Commission pursuant to the Exchange Act. All such financial information shall include consolidated financial statements (including footnotes) prepared in accordance with GAAP. Such annual financial information shall also include an opinion thereon expressed by an independent accounting firm of established national reputation. All such consolidated financial statements shall be accompanied by a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company and its Restricted Subsidiaries. In addition, whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company (or MSC, as the case may be) shall furnish to the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company (or MSC, as the case may be) were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that complies with the rules and regulations of the Commission and that describes the financial condition and results of operations of the Company and its Restricted Subsidiaries and, with respect to the annual information only, a report thereon from by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company (or MSC, as the case may be) were required to file such reports. In addition, whether or not required by the rules and regulations of the Commission, the Company (or MSC, as the case may be) shall file will submit a copy of all such information and reports with to the Commission for public availability (unless the Commission will not accept such a filingmaterials) and make such information available to securities analysts and prospective investors upon written request. In addition, during any period in which the Company and MSC is not subject to the reporting requirements of the Exchange Act, the Company shall furnish to the Holders, and to securities analysts holders and prospective investors, upon their request, purchasers of the Notes the information required to be delivered pursuant to by Rule 144A(d)(4) under the Securities Act. The Company shall at all times comply with TIA Section 314(a). The financial information to be distributed to Holders of Notes shall be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar, within 15 120 days after the same would be required to be filed with end of the Commission if Company's fiscal years and within 60 days after the Company were required to file end of each of the Forms containing first three quarters of each such financial informationfiscal year. The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information and, if requested by the Company, the Trustee will deliver such reports to the Holders under this Section 4.03.

Commission Reports. Whether Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or not required 15(d) of the Exchange Act, to the extent permitted by the Exchange Act, the Company shall file with the Commission, and make available to the Trustee and the registered holders of the Securities, the annual reports and the information, documents and other reports (or copies of such portions of any of the foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of the CommissionExchange Act within the time periods specified therein. In the event that the Company is not permitted to file such reports, so long as any Notes are outstandingdocuments and information with the Commission pursuant to the Exchange Act, the Company (or MSC, as the case may be) shall furnish will nevertheless make available such Exchange Act information to the Holders Trustee and the holders of Notes (ithe Securities as if the Company were subject to the reporting requirements of Section 13 or 15(d) all of the Exchange Act within the time periods specified therein or in the relevant forms. If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information that would be required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes to be contained the financial statements and in a filing with the Commission on Forms 10-Q and 10-K if the Company (or MSC, as the case may be) were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" andOperations and Financial Condition, with respect to of the annual information only, a report thereon from certified independent accountants financial condition and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if results of operations of the Company (or MSC, as the case may be) were required to file such reports. In addition, whether or not required by the rules and regulations of the Commission, the Company (or MSC, as the case may be) shall file a copy of all such information and reports with the Commission for public availability (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon requestits Restricted Subsidiaries. In addition, the Company and MSC the Subsidiary Guarantors agree that they shall furnish make available to the Holders, Holders and to securities analysts and prospective investors, upon their requestthe request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Securities are not freely transferable under the Securities Act. The For purposes of this Section 3.2, the Company shall at all times comply with TIA Section 314(a). The financial information and the Subsidiary Guarantors will be deemed to be distributed have furnished the reports to Holders of Notes shall be filed with the Trustee and mailed to the Holders at their addresses appearing in of the register of Notes maintained Securities as required by the Registrar, within 15 days after the same would be required to be this Section 3.2 if it has filed such reports with the Commission if via the Company were required to file the Forms containing such financial information. The Company shall provide the Trustee with a sufficient number of copies of all reports EDGAR filing system and other documents and information and, if requested by the Company, the Trustee will deliver such reports to the Holders under this Section 4.03are publicly available.

Commission Reports. Whether or not required by the ------------------- rules and regulations of the Commission, so long as any Notes Securities are outstanding, the Company (or MSC, as the case may be) shall furnish to the Holders of Notes Securities (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company (or MSC, as the case may be) were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report thereon from by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company (or MSC, as the case may be) were required to file such reports, in each case within the time periods set forth in the Commission's rules and regulations (the "Required Filing Dates"). In addition, whether or not required by the rules and regulations of the Commission, the Company (or MSC, as the case may be) shall file a copy of all such information and reports with the Commission for public availability by the Required Filing Dates (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, at all times that the Commission does not accept the filings provided for in the preceding sentence, the Company and MSC the Guarantors have agreed that, for so long as any Securities remain outstanding, they shall furnish to the Holders, Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall at all times comply with TIA Section 314(a). The financial information to be distributed to Holders of Notes Securities shall be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Notes Securities maintained by the Registrar, within promptly after each Required Filing Date, but in any event no later than 15 days after the same would be required to be filed with the Commission if the Company were required to file the Forms containing following any such financial informationRequired Filing Date. The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information and, if requested by the Company and at the Company's expense, the Trustee will deliver such reports to the Holders under this Section 4.03.

Commission Reports. Whether From and after the earlier of the effective date of the Exchange Offer Registration Statement or the effective date of the Shelf Registration Statement, whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company (or MSC, as the case may be) shall furnish to the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company (or MSC, as the case may be) were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon from by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-8- K if the Company (or MSC, as the case may be) were required to file such reports. In addition, whether or not required by the rules and regulations of the Commission, the Company (or MSC, as the case may be) shall file a copy of all such information and reports with the Commission for public availability (unless the Commission will not accept such a filing) within the time periods that would have been applicable had the Company been subject to such rules and regulations and make such information available to securities analysts and prospective investors upon request. In addition, the Company and MSC has agreed that, for so long as any Notes remain outstanding, it shall furnish to the Holders, and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall at all times comply with TIA Section 314(a). The financial information to be distributed to Holders of Notes shall be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar, within 15 90 days after the same would be required to be filed with end of the Commission if Company's fiscal years and within 45 days after the Company were required to file end of each of the Forms containing first three quarters of each such financial informationfiscal year. The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information and, if requested by the Company, the Trustee will deliver such reports to the Holders under this Section 4.03.

Commission Reports. Whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company (or MSC, as the case may be) AirGate shall furnish to the Trustee and the Holders of Notes (i) all quarterly and annual financial information that would be is required to be contained in a filing filed with the Commission on Forms 10-Q and 10-K if to the Company (or MSC, as the case may be) were required to extent AirGate does not file such FormsForms with the Commission, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon from certified on the annual financial statements by AirGate's independent accountants and (ii) all current reports that would be are required to be filed with the Commission on Form 8-K if to the Company (or MSC, as the case may be) were required to extent AirGate does not file such reportsreports with the Commission. If AirGate has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of AirGate and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of AirGate. In addition, whether or not required by the rules and regulations of the Commission, the Company (or MSC, as the case may be) AirGate shall file a copy of all such of the information and reports referred to in clauses (i) and (ii) above with the Commission for public availability (unless the Commission will not accept such a filing) , within the time periods specified in the Commission's rules and regulations, and make such information available to securities analysts and prospective investors upon request. In addition, the Company and MSC shall furnish to the Holders, and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company AirGate shall at all times comply with TIA Section ss. 314(a). The To the extent AirGate does not publicly file such financial information to be distributed to Holders of Notes with the Commission, the financial information shall be filed with the Trustee and mailed to the Holders at the expense of AirGate at their addresses appearing in the register of Notes maintained by the Registrar, within 15 90 days after the same would be required to be filed with end of AirGate's fiscal years and within 45 days after the Commission if end of each of the Company were required to file the Forms containing first three quarters of each such financial informationfiscal year. The Company AirGate shall provide the Trustee with a sufficient number of copies of all reports and other documents and information and, if requested by the CompanyAirGate, the Trustee will deliver such reports to the Holders under this Section 4.034.3.

Commission Reports. Whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company (or MSC, as the case may be) shall furnish to the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company (or MSC, as the case may be) were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report thereon from certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company (or MSC, as the case may be) were required to file such reports. In addition, whether or not required by the rules and regulations of the Commission, the Company (or MSC, as the case may be) shall file a copy of all such information and reports with the Commission for public availability (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the The Company and MSC each of its Subsidiaries, where applicable, shall furnish deliver to the Holders, and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company shall at all times comply with TIA Section 314(a). The financial information to be distributed to Holders of Notes shall be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrareach Holder, within 15 days after it files the same would be required to be filed with the Commission if the Company were required to file the Forms containing such financial information. The Company shall provide the Trustee with a sufficient number of Commission, copies of all reports and other documents information (or copies of such portions of any of the foregoing as the Commission may by rules and information andregulations prescribe), if requested any, which such Person is required to file with the Commission in accordance with Section 13 or 15(d) of the Exchange Act. The Company shall, at any time it is not subject to Section 13 or 15(d) of the Exchange Act and to the extent permitted by the CompanyExchange act, file with the Trustee and the Commission such supplementary and periodic information, reports and documents as it would be required to file if it were so subject as if it were so subject. Prior to the Phase II Completion Date, the Trustee will deliver Company shall include in all such reports filed with the Commission (other than current reports filed on form 8-K) a summary of the status of the Capital Improvement Program, including a description of sources of funds available for the completion of the Capital Improvement Program. The Company agrees to continue to be subject to and comply with the filing and reporting requirements of the Commission as long as any of the Notes are outstanding. Concurrently with the reports delivered pursuant to the Holders preceding paragraph, the Company shall deliver to the Trustee and to each Holder annual and quarterly financial statements with appropriate footnotes of the Company and its Subsidiaries, all prepared and presented in a manner substantially consistent with those of the Company required by the preceding paragraph. The Company shall also comply with the other provisions of Section 314(a) of the TIA. So long as is required for an offer or sale of the Notes to qualify for an exemption under this Section 4.03Rule 144A, the Company shall, upon request, provide the information required by clause (d)(4) thereunder to each Holder and to each beneficial owner and prospective purchaser of Notes identified by any Holder of Restricted Notes.

Commission Reports. Whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company (or MSC, as the case may be) shall furnish to the Holders of Notes (i) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if the Company (or MSC, as the case may be) were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" that describes the financial condition and results of operations of the Company and its consolidated Subsidiaries and, with respect to the annual information only, a report thereon from by the Company's certified independent accountants and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company (or MSC, as the case may be) were required to file such reports, in each case within the time periods specified in the Commission's rules and regulations. In addition, following the consummation of the Exchange Offer, whether or not required by the rules and regulations of the Commission, the Company (or MSC, as the case may be) shall will file a copy of all such information and reports with the Commission for public availability within the time periods specified in the Commission's rules and regulations (unless the Commission will not accept such a filing) and make such information available to securities analysts and prospective investors upon request. In addition, the Company and MSC shall has agreed that, for so long as is required for an offer or sale of the Notes to qualify for an exemption under Rule 144A, it will furnish to the Holders, Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The Company and each Subsidiary Guarantor shall at all times comply with TIA Section 314(a). The financial information to be distributed to Holders of Notes shall be filed with the Trustee and mailed to the Holders at their addresses appearing in the register of Notes maintained by the Registrar, within 15 120 days after the same would be required to be filed with end of the Commission if Company's fiscal years and within 60 days after the Company were required to file end of each of the Forms containing first three quarters of each such financial informationfiscal year. The Company shall provide the Trustee with a sufficient number of copies of all reports and other documents and information and, if requested by the Company, the Trustee will deliver such reports to the Holders under this Section 4.03.