Common use of Reports and Other Information Clause in Contracts

Reports and Other Information. Whether or not required by the Commission, so long as any Notes are outstanding, the Company shall either file with the Commission or furnish to the Holders of Notes, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, in the case of annual financial information, within 90 days after the end of each fiscal year, 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, respectively, if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants. In addition, whether or not required by the Commission, the Company shall file a copy of all of the information and reports referred to above with the Commission for public availability within the time periods specified above (unless the Commission will not accept such a filing) and shall make such information available to securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it shall furnish to the Holders of such Notes 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. So long as: (i) any parent entity of the Company is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), and (iii) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates).

Reports and Other Information. Whether or not Holdings shall deliver to the Lender: (a) Regardless of whether required by the Commission, so long as any Notes are outstanding, rules and regulations of the Company shall either file with the Commission or furnish to the Holders of NotesSEC, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, time periods specified in the case of annual financial information, within 90 days after the end of each fiscal year, SEC’s rules and regulations: (i) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission SEC on Forms 10-Q and 10-K, respectively, if the Company Holdings were required to file such Forms, including a “Management’s Discussion reports; and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if Holdings were required to file such reports. All such reports shall be prepared in all material respects in accordance with all of the rules and Analysis of Financial Condition and Results of Operations” and, with respect regulations applicable to the such reports. Each annual information only, report on Form 10-K shall include a report on the annual Holdings’ consolidated financial statements by the Company’s Holdings’ certified independent accountants. In addition, whether or not required by the Commission, the Company Holdings shall file a copy of all each of the information and reports referred to in clauses (i) and (ii) above with the Commission SEC for public availability within the time periods specified above in the rules and regulations applicable to such reports (unless the Commission SEC will not accept such a filing) and shall make post the reports on its web site within those time periods. 560824274.4 [NEWYORK 2931135_16] (b) Holdings will be deemed to have furnished the reports required by paragraph (a) of this Section 5.16 to the Lender if it has filed such information reports or information, respectively, with the SEC using the EXXXX filing system (or any successor filing system of the SEC) or, if Holdings has posted such reports or information, respectively, on its web site, and such reports, certifications or information, respectively, are available to securities analysts the Lender through internet access. (c) Within 120 days after the close of each fiscal year, a certificate of a Responsible Officer stating that a review of the activities of the Loan Parties has been made under the supervision of the signing Officer with a view to determining whether the Loan Parties have kept, observed, performed and prospective investors upon request. In additionfulfilled their obligations under this Agreement and further stating, as to each such Officer signing such certificate, that to the best of such Officer’s knowledge, the Company has agreed thatLoan Parties during such preceding fiscal year have kept, for so long as any Notes remain outstandingobserved, it shall furnish to performed and fulfilled each and every such covenant and no Default occurred during such year and at the Holders date of such Notes certificate there is no Default that has occurred and to securities analysts and prospective investorsis continuing or, upon their requestif such signer does know of such Default, the information required certificate shall specify such Default and what action, if any, the respective Loan Party is taking or proposes to be delivered pursuant to Rule 144A(d)(4take with respect thereto. (d) under Promptly after a Responsible Officer of the Securities Act. So long as: Borrower obtains actual knowledge thereof, notify the Lender of the occurrence of (i) any parent entity of the Company is a Guarantor (there being no obligation of any parent entity to do so)Default, holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (any dispute, litigation, investigation or proceeding between any successor provision)Loan Party and any Governmental Authority, and (iii) the rules and regulations commencement of, or any material development in, any litigation or proceeding affecting any Loan Party or any of its Subsidiaries, or (iv) any other event, occurrence or claim that, in any case described in clauses (ii), (iii) or (iv) above, (x) could obligate any Loan Party to make a payment to a third party in an amount that could reasonably be expected to exceed $3.0 million or (y) has resulted or could reasonably be expected to result in a Material Adverse Effect. Each written notice shall include the details of the Commission permit occurrence referred to therein and what action the Company and such parent entity relevant Loan Party is taking or proposes to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing take with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments respect thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates).

Reports and Other Information. (a) Whether or not required by Parent is subject to the Commissionreporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, Parent shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a nationally recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the Company American Institute of Certified Public Accountants (or any similar replacement standard). In addition, so long as any Notes are outstanding, Parent shall either file with the Commission or furnish to the Holders of Notes, within 45 days after the end of each of Notes the first three fiscal quarters of each fiscal year, or, in the case of following reports: (1) (x) all annual and quarterly financial information, within 90 days after the end of each fiscal year, all quarterly and annual financial information statements that would be required to be contained in a filing with the Commission SEC on Forms 10-Q K and 10-K, respectivelyQ of Parent, if the Company Parent were required to file such Formsforms, including plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, ”; (y) with respect to the annual information and quarterly information, a presentation of EBITDA of Parent substantially consistent with the presentation thereof in the Offering Circular and derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by Parent’s independent registered public accounting firm; and (2) all information that would be required to be contained in filings with the Company’s certified independent accountants. In additionSEC on Form 8-K under Items 1.01, whether 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or not contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if Parent were required by the Commissionto file such reports; provided, the Company however, that (A) no such current report shall file be required to include as an exhibit, or to include a copy of all summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between Parent (or any of its Subsidiaries) and any director, manager or executive officer, of Parent (or any of its Subsidiaries), (B) Parent shall not be required to make available any information regarding the occurrence of any of the events set forth in subclause (2) if Parent determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of Parent and its Restricted Subsidiaries taken as a whole, (C) no such current report shall be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein (other than providing reconciliations of such non-GAAP information to extent included in the Offering Circular), (D) no such current report shall be required to comply with Regulation S‑X and (E) no such current report shall be required to provide any information that is not otherwise similar to information currently included in the Offering Circular. All such annual reports referred shall be furnished within 90 days after the end of the fiscal year to above with which they relate, and all such quarterly reports shall be furnished within 60 days after the Commission end of the fiscal quarter to which they relate; provided that the annual report for public availability the first fiscal year ending after the Issue Date shall be furnished within 120 days after the end of the fiscal year to which it relates; and provided further that the quarterly report for the first four fiscal quarters ending after the Issue Date shall be furnished within 75 days after the end of the fiscal quarter to which they relate. All such current reports shall be furnished within the time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. Parent shall be deemed to have furnished the reports referred to clauses (1) and (2) above if the Issuer, Parent or any parent entity of Parent has filed reports containing such information with the SEC or otherwise furnished such information to Holders, provided that if such reports or information are filed or furnished, as applicable, by a parent entity of Parent, the same is accompanied by selected financial metrics or other disclosure that illustrates in reasonable detail the material differences (unless as determined in Parent’s sole discretion) between the Commission information relating to such parent, on the one hand, and the information relating to Parent and its Restricted Subsidiaries on a stand-alone basis, on the other hand, provided, however, that the Trustee shall have no responsibility whatsoever to determine if such filing has occurred. If Parent, the Issuer or any parent entity of Parent does not file reports containing such information with the SEC, then Parent will not accept make available such information and such reports to the Trustee under this Indenture, to any Holder of the Notes and to any beneficial owner of the Notes, in each case by posting such information on Intralinks or any comparable password-protected online data system which shall require a filing) confidentiality acknowledgment, and shall make such information readily available to any prospective investor, any securities analyst or any market maker in the Notes who (i) agrees to treat such information as confidential or (ii) accesses such information on Intralinks or any comparable password protected online data system which shall require a confidentiality acknowledgment; provided that Parent shall post such information thereon and make readily available any password or other login information to any such prospective investor, securities analyst or market maker. The Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed with the SEC or on Intralinks or any comparable password-protected online data system. (b) Parent shall furnish to Holders of the Notes, securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it shall furnish to the Holders of such Notes and to securities analysts and prospective investors, upon their request, request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. So , so long as: (i) any parent entity of the Company is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), and (iii) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of as the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of are not freely transferable under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates).

Reports and Other Information. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Company shall either file with will furnish to the Commission holders of Notes, or furnish to the Holders Trustee and cause the Trustee to furnish to the holders of Notes, or file with the SEC for public availability, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, time periods specified in the case of annual financial information, within 90 days after the end of each fiscal year, SEC’s rules and regulations: (1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission SEC on Forms 10-Q and 10-K, respectively, K if the Company were required to file such Formsreports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In additionAll such reports shall be prepared in all material respects in accordance with all of the SEC rules and regulations applicable to such reports. (b) The availability of the foregoing reports on the SEC’s XXXXX filing system will be deemed to satisfy the foregoing delivery requirements. Notwithstanding the foregoing, whether the above requirements may be satisfied by the filing with the SEC for public availability by Centennial Resource Development or another Parent Entity of any Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K, containing the required information with respect to the Company or Parent Entity, as applicable, provided that (i) any such financial information of such Parent Entity contains information reasonably sufficient to identify the material differences, if any, between the financial information of such Parent Entity, on the one hand, and the Company and its Subsidiaries on a stand-alone basis, on the other hand and (ii) such Parent Entity does not own, directly or indirectly, any material business operations that would not be consolidated with the financial results of the Company and its Subsidiaries. (c) The Company shall schedule a conference call not more than ten Business Days following the release of each report containing the financial information referred to in Section 4.06(a)(1) hereof, to discuss the information contained in such report. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders of the Company or the Parent Entity. The Company will take reasonable steps to notify Holders of Notes about such call and provide them and prospective investors in the Notes with instructions to obtain access to such conference call concurrently with and in the same manner as each delivery of financial statements pursuant to Section 4.06(a) hereof. (d) For the avoidance of doubt, (a) any such reports or other information delivered pursuant to the foregoing will not be required to contain the separate financial information for Subsidiary Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions and (b) such information shall not be required to comply with Regulation G under the CommissionExchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein. (e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by this Section 4.06 will include, to the extent material, a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. No certifications or attestations concerning the financial statements or disclosure controls and procedures or internal controls that would otherwise be required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 will be required, and nothing contained in this Indenture shall otherwise require the Company to comply with the terms of the Xxxxxxxx-Xxxxx Act of 2002, in each case, at any time when it would not otherwise be subject to such statute. (f) If at any time the Company is no longer required pursuant to any Credit Facility to deliver, and permitted to make available to the Trustee and each Holder, a Reserve Report with respect to the Company’s and its Restricted Subsidiaries’ Proved Reserves, the Company shall file on March 1 and September 1 of each year furnish or make available to the Trustee and each Holder (a) a copy of all Reserve Report evaluating, as of the information immediately preceding January 1 and reports referred July 1, as applicable, of each year with respect to above such Proved Reserves, which Reserve Report, in the case of each January 1 report shall be prepared or audited by the Company’s independent reserve engineers and in the case of each other Reserve Report shall be prepared internally by the Company; (b) an officers’ certificate certifying that in all material respects: (i) such Reserve Report has been prepared in accordance with the Commission procedures used in the immediately preceding January 1 Reserve Report; and (ii) the information contained in the Reserve Report and any other information delivered in connection therewith is true and correct in all material respects; and (iii) none of the Company’s and its Restricted Subsidiaries’ Proved Reserves included in such Reserve Report have been transferred, assigned or otherwise disposed of since the date of such Reserve Report except for public availability within those Oil and Gas Properties described in such certificate as having been disposed of. (g) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any report required by this covenant shall be deemed cured (and the time periods specified above Company shall be deemed to be in compliance with this covenant) upon filing or posting such report as contemplated by this covenant (unless but without regard to the Commission will date on which such report is so filed or posted); provided that such cure shall not accept such a filing) otherwise affect the rights of the Holders under Article 6 hereof if the principal of, premium, if any, on, and shall make such information available to securities analysts and prospective investors upon request. In additioninterest on, the Notes have been accelerated in accordance with the terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure. (h) The Company has agreed that, for so long as any Notes remain outstanding, it shall furnish to the Holders of such Notes and to securities analysts and noteholders, prospective investors, broker-dealers and securities analysts, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. So Act so long as: (i) any parent entity of the Company is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), and (iii) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of as the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of are not freely transferable under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates).

Reports and Other Information. Whether Notwithstanding that the Issuers may not be subject to the reporting requirements of Section 13 or not required 15(d) of the Exchange Act, or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the Commission, so long as any Notes are outstanding, the Company shall either file with the Commission or will furnish to the Holders of Notes, within 45 days after and the end of each of the first three fiscal quarters of each fiscal year, or, in the case of annual financial information, within 90 days after the end of each fiscal year, Trustee: (1) 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, respectively, K if the Company were was 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 (showing in reasonable detail, 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, the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company, if any) and, with respect to the annual information only, a report on the annual financial statements thereon by the Company’s certified independent accountantsaccounts, in each case within the time periods in which such report would be required to be filed as specified in the Commission’s rules and regulations; and (2) all current reports that would be required to be filed with the Commission on Form 8-K if the Company was required to file such reports, in each case within the time periods in which such report would be required to be filed as specified in the Commission’s rules and regulations. In addition, following the consummation of the Registered Exchange Offer contemplated by the Registration Rights Agreement, whether or not required by the rules and regulations of the Commission, the Company shall will file a copy of all of the such information and reports referred to above with the Commission for public availability within the time periods specified above in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and shall make such information available to securities analysts and prospective investors upon request. So long as the Parent’s Guarantee remains in effect (there being no obligation of Parent to keep such Guarantee effective) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), the reports and information required to be filed with the Commission and furnished to the Trustee and holders, of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of Parent rather than Company. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it shall will furnish to the Holders of such Notes 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. So long as: (i) any parent entity of the Company is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), and (iii) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates).

Reports and Other Information. (a) Whether or not required by Parent is subject to the Commissionreporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, Parent shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a nationally recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the Company American Institute of Certified Public Accountants (or any similar replacement standard). In addition, so long as any Notes are outstanding, Parent shall either file with the Commission or furnish to the Holders of Notes, within 45 days after the end of each of Notes the first three fiscal quarters of each fiscal year, or, in the case of following reports: (1) (x) all annual and quarterly financial information, within 90 days after the end of each fiscal year, all quarterly and annual financial information statements that would be required to be contained in a filing with the Commission SEC on Forms 10-Q K and 10-K, respectivelyQ of Parent, if the Company Parent were required to file such Formsforms, including plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, ”; (y) with respect to the annual information and quarterly information, a presentation of EBITDA of Parent substantially consistent with the presentation of "Adjusted EBITDA" in the Offering Circular and derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by Parent’s independent registered public accounting firm; and (2) all information that would be required to be contained in filings with the Company’s certified independent accountants. In additionSEC on Form 8-K under Items 1.01, whether 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or not contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if Parent were required by the Commissionto file such reports; provided, the Company however, that (A) no such current report shall file be required to include as an exhibit, or to include a copy of all summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between Parent (or any of its Subsidiaries) and any director, manager or executive officer, of Parent (or any of its Subsidiaries), (B) Parent shall not be required to make available any information regarding the occurrence of any of the events set forth in subclause (2) if Parent determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of Parent and its Restricted Subsidiaries taken as a whole, (C) no such current report shall be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein (other than providing reconciliations of such non-GAAP information to extent included in the Offering Circular), (D) no such current report shall be required to comply with Regulation S‑X and (E) no such current report shall be required to provide any information that is not otherwise similar to information currently included in the Offering Circular. All such annual reports referred shall be furnished within 90 days after the end of the fiscal year to above with which they relate, and all such quarterly reports shall be furnished within 60 days after the Commission end of the fiscal quarter to which they relate; provided that the annual report for public availability the first fiscal year ending after the Issue Date shall be furnished within 120 days after the end of the fiscal year to which it relates; and provided, further that the quarterly report for the first four fiscal quarters ending after the Issue Date shall be furnished within 75 days after the end of the fiscal quarter to which they relate. All such current reports shall be furnished within the time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. Parent shall be deemed to have furnished the reports referred to clauses (1) and (2) above if the Issuer, Parent or any parent entity of Parent has filed reports containing such information with the SEC or otherwise furnished such information to Holders, provided that if such reports or information are filed or furnished, as applicable, by a parent entity of Parent, the same is accompanied by selected financial metrics or other disclosure that illustrates in reasonable detail the material differences (unless as determined in Parent’s sole discretion) between the Commission information relating to such parent, on the one hand, and the information relating to Parent and its Restricted Subsidiaries on a stand-alone basis, on the other hand, provided, however, that the Trustee shall have no responsibility whatsoever to determine if such filing has occurred. If Parent, the Issuer or any parent entity of Parent does not file reports containing such information with the SEC, then Parent will not accept make available such information and such reports to the Trustee under this Indenture, to any Holder of the Notes and to any beneficial owner of the Notes, in each case by posting such information on Intralinks or any comparable password-protected online data system which shall require a filing) confidentiality acknowledgment, and shall make such information readily available to any prospective investor, any securities analyst or any market maker in the Notes who (i) agrees to treat such information as confidential or (ii) accesses such information on Intralinks or any comparable password protected online data system which shall require a confidentiality acknowledgment; provided that Parent shall post such information thereon and make readily available any password or other login information to any such prospective investor, securities analyst or market maker. The Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed with the SEC or on Intralinks or any comparable password-protected online data system. (b) Parent shall furnish to Holders of the Notes, securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it shall furnish to the Holders of such Notes and to securities analysts and prospective investors, upon their request, request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. So , so long as:as the Notes are not freely transferable under the Securities Act. (ic) If Parent has designated any parent entity of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of Parent, then the Company is annual and quarterly information required by 4.03(a)(1) shall include a Guarantor presentation of selected financial metrics (there being no obligation in Parent’s sole discretion) of any parent entity to do so), holds no material assets other than cash, Cash Equivalents such Unrestricted Subsidiaries as a group in the “Management’s Discussion and the Capital Stock Analysis of the Company (Financial Condition and performs the related incidental activities associated with such ownership),Results of Operations.” (iid) such parent entity complies Notwithstanding anything herein to the contrary, Parent will not be deemed to have failed to comply with the requirements any of Rule 3-10 its obligations hereunder for purposes of Regulation S-X promulgated by the Commission (or any successor provision), and clause (iii) of Section 6.01(a) hereof until 120 days after the rules and regulations receipt of the Commission permit written notice delivered thereunder. To the Company and such parent entity to report at such parent entity’s level on a consolidated basis, extent any information is not provided within the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described time periods specified in this Section 4.02 4.03 and such information is subsequently provided, Parent will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates)have been cured.

Reports and Other Information. Whether or not required by the Commission, so long as any Notes are outstanding, the Company shall either file with the Commission or furnish Subject to the Holders of Notes, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, in the case of annual financial information, within 90 days after the end of each fiscal year, 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, respectively, if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants. In addition, whether or not required by the Commissionimmediately following sentence, the Company shall file a copy of all with the SEC the annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K that the Company would have been required to file with the SEC pursuant to Section 13(a) or 15(d) of the information and Exchange Act if the Company were so subject on or prior to the respective dates by which the Company would have been required to file such reports referred to above with if the Commission for public availability within Company were so subject (assuming the Company is a non-accelerated filer), taking into account any permitted extensions of time periods specified above under the Exchange Act (unless the Commission will not accept such a filing) “Required Filing Dates”), and shall make such information reports available to securities analysts the Trustee and prospective investors upon request. In additionHolders (without exhibits), without cost to each Holder, within 15 days after it files them with the Company has agreed thatSEC; provided, for so long as any Notes remain outstanding, it shall furnish that such obligation to make such reports available to the Holders of such Notes 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. So long as: (i) any parent entity of the Company is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents Trustee and the Capital Stock of Holders will be satisfied if such reports are filed through and are available on the Company (SEC’s Electronic Data Gathering, Analysis, and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission Retrieval Filing System (or any successor provisionthereto), and (iii) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 Company shall not be deemed satisfied prior so obligated to file such reports with the SEC (i) if the SEC does not permit such filing or (ii) if at any time (x) the Company is not subject to the commencement reporting requirements of Section 13(a) or 15(d) of the Registered Exchange Offer pursuant to the Registration Rights Agreement Act and (y) LIN TV (or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing any successor thereto) files such reports with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, in accordance with such financial information that satisfies reporting requirements and the disclosure requirements under SEC Regulation S-X of Rule 3-10 and, in either case, the Securities ActCompany shall make available such information to the Trustee and the Holders, in each case within 15 days after the Required Filing Dates by posting such information to a publicly accessible website on the Company’s website. Delivery of such reports, information and documents to the Trustee pursuant to this Section 4.11 is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Company’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Officers’ Certificates). The Company and the Guarantors shall make available to the Holders and to prospective investors in the Securities, upon the 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 to the extent not satisfied by the foregoing.

Reports and Other Information. Whether (a) At all times whether or not required by the CommissionCompany is subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act the Company shall furnish to the Trustee, so long as any Notes are series of Securities is outstanding, within the time periods specified in the Commission’s rules and regulations that would be applicable if the Company shall either file with the Commission or furnish were a “non-accelerated filer” subject to the Holders of Notes, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, in the case of such rules and regulations: (i) all annual financial information, within 90 days after the end of each fiscal year, all and quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission on Forms 10-Q K and 10-K, respectively, Q if the Company were required to file such Formsreports; and (ii) all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports. (b) The Company shall prepare all such reports within the time periods specified in Section 5.07(a), including a “Management’s Discussion in all material respects in accordance with all of the rules and Analysis of Financial Condition and Results of Operations” and, with respect regulations applicable to the such reports. Each annual information only, report on Form 10-K shall include a report on the annual Company’s consolidated financial statements by the Company’s certified its independent accountantsregistered public accounting firm or independent auditors. In addition, whether or not required by the Commission, the Company shall file a copy of all each of the information and reports referred to above in Sections 5.07(a)(i) and (ii) with the Commission for public availability within the time periods specified above in Sections 5.07(a)(i) and (ii) (unless the Commission will not accept such a filing) and ). The Company shall make such information available to securities analysts and prospective investors upon request. In addition, not take any action for the Company has agreed that, for so long as any Notes remain outstanding, it shall furnish to the Holders purpose of such Notes 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. So long as: (i) any parent entity of the Company is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by causing the Commission (or not to accept any successor provision)such filings. If, and (iii) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding notwithstanding the foregoing, the requirements described Commission will not accept the Company’s filings for any reason, the Company shall use its reasonable best efforts to post the reports referred to in this Section 4.02 shall Sections 5.07(a)(i) and (ii) on its website within the time periods specified therein. To the extent such filings are made, the reports will be deemed satisfied prior to be furnished to the commencement of Trustee on the Registered Exchange Offer pursuant to the Registration Rights Agreement date filed. (c) Delivery or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery furnishing of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt or deemed receipt of such reports, information and documents shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Company’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates). The Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the “XXXXX” system (or its successor) or posted on the Company’s website.

Reports and Other Information. (a) Whether or not required by the CommissionIssuer is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, the Company Issuer shall either file have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a nationally recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the Commission American Institute of Certified Public Accountants (or any similar replacement standard). In addition, so long as any Notes are outstanding, the Issuer shall furnish to the Trustee and the Holders of Notes, within 45 days after the end of each of Notes the first three fiscal quarters of each fiscal year, or, in the case of following reports: (1) (x) all annual and quarterly financial information, within 90 days after the end of each fiscal year, all quarterly and annual financial information statements that would be required to be contained in a filing with the Commission SEC on Forms 10-Q K and 10-K, respectivelyQ of the Issuer, if the Company Issuer were required to file such Formsforms, including plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, ”; (y) with respect to the annual information and quarterly information, a presentation of EBITDA of the Issuer substantially consistent with the presentation thereof in the Offering Memorandum and derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by the CompanyIssuer’s certified independent accountants. In addition, whether or not registered public accounting firm; and (2) all information that would be required by the Commission, the Company shall file a copy of all of the information and reports referred to above be contained in filings with the Commission for public availability SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if the Issuer were required to file such reports; in each case within the time periods specified above in the SEC’s rules and regulations if the Issuer were a “non-accelerated filer” as defined in the applicable rules and regulations of the SEC, provided, however, that the provisions of this paragraph shall be satisfied if the Issuer files reports containing such information with the SEC within the time periods required by applicable SEC rules and regulations; provided further, however, that the Issuer shall not be required to (unless A) in the Commission case of subclause (2), include as an exhibit, or include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Issuer (or any of its Subsidiaries) and any director, manager or executive officer, of the Issuer (or any of its Subsidiaries), (B) make available any information regarding the occurrence of any of the events set forth in subclause (2) if the Issuer determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries taken as a whole, (C) no such current report will be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein (other than providing reconciliations of such non-GAAP information to extent included in the Offering Memorandum), (D) comply with Regulation S-X or (E) provide any information that is not accept otherwise similar to information currently included in the Offering Memorandum. If the Issuer or any parent entity of the Issuer does not file reports containing such information concerning the Issuer with the SEC, then the Issuer will deliver such information and reports to the Trustee and make available such information and such reports to any Holder of the Notes and to any beneficial owner of the Notes, in each case with respect to the Holders and beneficial owners by posting such information on Intralinks or any comparable password-protected online data system which shall require a filing) confidentiality acknowledgment, and shall make such information readily available to any prospective investor, any securities analyst or any market maker in the Notes who (i) agrees to treat such information as confidential or (ii) accesses such information on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment; provided that the Issuer shall post such information thereon and make readily available any password or other login information to any such prospective investor, securities analyst or market maker. Delivery of such information and reports to the Trustee is for informational purposes only, and the Trustee's receipt thereof shall not constitute constructive or actual notice of any information contained therein or determinable from the information contained therein, including our compliance with any of the Issuer's covenants under this Indenture (as to which the Trustee is entitled to conclusively rely on any Officer's Certificate). The Trustee shall have no liability or responsibility for the filing, timeliness or content of such information or reports. (b) The Issuer shall furnish to Holders of the Notes, securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it shall furnish to the Holders of such Notes and to securities analysts and prospective investors, upon their request, request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. So , so long as:as the Notes are not freely transferable under the Securities Act. (ic) If the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Issuer, then the annual and quarterly information required by Section 4.03(a)(1) shall include a presentation of selected financial metrics (in the Issuer’s sole discretion) of such Unrestricted Subsidiaries as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (d) Notwithstanding the foregoing, the Issuer may satisfy its obligations under this Section 4.03 through the filing of the reports specified above by any parent entity of the Company Issuer; provided that the same is a Guarantor accompanied by selected financial metrics (there being no obligation of any parent entity in the Issuer’s sole discretion) that show the differences between the information relating to do so)such parent, holds no material assets other than cashon the one hand, Cash Equivalents and the Capital Stock of information relating to the Company (Issuer and performs the related incidental activities associated with such ownership),Restricted Subsidiaries on a stand-alone basis, on the other hand. (iie) such parent entity complies Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have failed to comply with the requirements any of Rule 3-10 its obligations hereunder for purposes of Regulation S-X promulgated by the Commission (or any successor provision), and clause (iii) of Section 6.01(a) hereof until 120 days after the rules and regulations receipt of the Commission permit written notice delivered thereunder. To the Company and such parent entity to report at such parent entity’s level on a consolidated basis, extent any information is not provided within the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described time periods specified in this Section 4.02 4.03 and such information is subsequently provided, the Issuer will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates)have been cured.

Reports and Other Information. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes notes are outstanding, the Company shall either file with the Commission or will furnish to the Holders of Notes, Notes or cause the Trustee to furnish to the Holders of Notes within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, time periods specified in the case of annual financial information, within 90 days after the end of each fiscal year, SEC’s rules and regulations: (i) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission SEC on Forms 10-Q and 10-K, respectively, K if the Company were was required to file such Formsreports; and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company was required to file such reports. The availability of the foregoing materials on the SEC’s XXXXX service (or its successor) shall be deemed to satisfy the Company’s delivery obligation. (b) All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants, including and each Form 10-Q and 10-K will include a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to that describes the annual information only, a report on the annual financial statements by the Company’s certified independent accountants. In addition, whether or not required by the Commission, condition and results of operations of the Company shall and its consolidated Subsidiaries. The Company will file a copy of all each of the information and reports referred to above in clauses (i) and (ii) of Section 4.03(a) with the Commission SEC for public availability within the time periods specified above in the rules and regulations applicable to such reports (unless the Commission SEC will not accept such filing). (c) In the event that any direct or indirect parent of the Company becomes a Guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such parent; provided that such reporting is accompanied by consolidating information that presents in reasonable detail the differences between the information relating to such parent and any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information related to the Company, the Note Guarantors and the other Subsidiaries of the Company on a standalone basis, on the other hand. (d) If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in paragraphs (a) and (b) of this Section 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in paragraphs (a) and shall make such information available (b) of this Section 4.03 on a website within the time periods that would apply if the Company was required to securities analysts and prospective investors upon request. In additionfile those reports with the SEC. (e) If, at any time, the Company has agreed thatdesignated any of its Subsidiaries as Unrestricted Subsidiaries, for so long as then any Notes remain outstanding“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or other comparable section, it shall furnish provide an analysis and discussion of the material differences with respect to the Holders financial condition and results of such Notes 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. So long as: (i) any parent entity operations of the Company is a Guarantor (there being no obligation of any parent entity and its Restricted Subsidiaries as compared to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), and (iii) the rules and regulations of the Commission permit the Company and its Subsidiaries (including such parent entity Unrestricted Subsidiaries). (f) Notwithstanding anything to report at such parent entity’s level on a consolidated basisthe contrary in this Indenture, the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall Company will not be deemed satisfied prior to have failed to comply with any of its obligations described under clause (3) of Section 6.01(a) until 30 days after the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and date on which any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. report hereunder is due. (g) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Officers’ Certificates).

Reports and Other Information. (a) Whether or not required by Dell is subject to the Commissionreporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, Dell shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a nationally recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the Company American Institute of Certified Public Accountants (or any similar replacement standard). In addition, so long as any Notes are outstanding, Dell shall either file with the Commission or furnish to the Holders of Notes, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, (x) all annual and quarterly financial statements substantially in the case of annual financial information, within 90 days after the end of each fiscal year, all quarterly and annual financial information forms that would be required to be contained in a filing with the Commission SEC on Forms 10-Q K and 10-K, respectivelyQ of Dell, if the Company Dell were required to file such Formsforms, including plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, and (y) with respect to the annual information financial statements only, a report on the annual financial statements by the CompanyDell’s certified independent accountants. In additionregistered public accounting firm; provided, whether or not however, that (i) in no event shall such reports be required to comply with Rule 3-10 of Regulation S-X promulgated by the Commission, SEC and (ii) in no event shall such reports be required to comply with Regulation G under the Company Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures contained therein. (b) All such annual reports shall file a copy of all be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate. (c) Dell shall make available such information and such reports referred (as well as the details regarding the conference call described in clause (d)(1) of this Section 4.03) to above with the Commission for public availability within Trustee under this Indenture, to any Holder of the time periods specified above (unless Notes and, upon request, to any beneficial owner of the Commission will not accept Notes, in each case by posting such information on its website on Intralinks or any comparable password-protected online data system which shall require a filing) confidentiality acknowledgment, and shall make such information readily available to any Holder of the Notes, any bona-fide prospective investor in the Notes, any securities analysts analyst (to the extent providing analysis of investment in the Notes) or any market maker in the Notes who agrees to treat such information as confidential or accesses such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment; provided that Dell shall post such information thereon and make readily available any password or other login information to any such Holder of the Notes, bona-fide prospective investors upon request. In additioninvestor, securities analyst or market maker; provided, further, that Dell may deny access to any competitively-sensitive information otherwise to be provided pursuant to this Section 4.03 to any such Holder, bona-fide prospective investor, security analyst or market maker that is a competitor of Dell and its Subsidiaries to the Company has agreed that, for so extent that Dell determines in good faith that the provision of such information to such Person would be competitively harmful to Dell and its Subsidiaries. (d) So long as any Notes remain are outstanding, it Dell shall also: (1) as promptly as reasonably practicable after furnishing to the Trustee the annual and quarterly reports required by Section 4.03(a), hold a conference call to discuss such reports and the results of operations for the relevant reporting period; and (2) issue a press release to the appropriate nationally recognized wire services prior to the date of the conference call required to be held in accordance with clause (1) of this Section 4.03(d), announcing the time and date of such conference call and either including all information necessary to access the call or informing Holders, prospective investors, market makers and securities analysts how they can obtain such information. (e) In addition, Dell shall furnish to the Holders prospective investors of such Notes and to securities analysts and prospective investorsany series of Notes, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as such series of Notes are not freely transferable under the Securities Act. So long as:. (f) Any Parent Entity may satisfy the obligations of Dell set forth in this Section 4.03 by providing the requisite financial and other information of such Parent Entity instead of Dell; provided that to the extent such Parent Entity holds assets (other than its direct or indirect interest in Dell) that exceeds the lesser of (i) any parent entity 1% of the Company is a Guarantor (there being no obligation Total Assets of any parent entity to do so), holds no material assets other than cash, Cash Equivalents such Parent Entity and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) 1% of the total revenue for the preceding fiscal year of such parent entity complies with Parent Entity, then such information related to such Parent Entity shall be accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the requirements differences between the information of Rule 3such Parent Entity, on the one hand, and the information relating to Dell and its Subsidiaries on a stand-10 alone basis, on the other hand. (g) Dell shall be deemed to have furnished the financial statements, the “Management’s Discussion and Analysis of Regulation S-X promulgated by Financial Condition and Results of Operations” and such reports on the Commission annual financial statements referred to in Section 4.03(a) if Dell or any Parent Entity of Dell has filed reports containing such information (or any successor provisionsuch information of a Parent Entity in accordance with Section 4.03(f), and) with the SEC. (iiih) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates). (i) Prior to the Termination Date, any time that any of Dell’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.03(a) will include a reasonably detailed presentation, either (i) on the face of the financial statements or in the footnotes thereto, (ii) in the “Management’s Discussion and Analysis of Financial Condition and Results of the Operations” or (iii) in any other comparable section, of the financial condition and results of operations of Dell and Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Dell.

Reports and Other Information. Whether (a) Notwithstanding that Parent may not be subject to the reporting requirements of Section 13 or not required 15(d) of the Exchange Act or otherwise report on an annual and quarterly basis on forms provided for such annual and quarterly reporting pursuant to rules and regulations promulgated by the CommissionSEC, so long as any Notes are outstandingto the extent permitted by the Exchange Act, the Company shall either Parent will file with the Commission or furnish SEC, and make available to the Holders Trustee and through its publicly available website, the annual reports and the information, documents and other reports (or copies of Notes, within 45 days after the end such portions of each any of the first three fiscal quarters foregoing as the SEC may by rules and regulations prescribe) that are specified in Sections 13 and 15(d) of each fiscal year, or, the Exchange Act with respect to U.S. issuers within the time periods specified therein or in the case of annual financial information, within 90 days after relevant forms. In the end of each fiscal year, all quarterly and annual financial information event that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K, respectively, if the Company were required Parent is not permitted to file such Formsreports, including a “Management’s Discussion documents and Analysis of Financial Condition and Results of Operations” and, information with respect the SEC pursuant to the annual Exchange Act, Parent will nevertheless make available such Exchange Act reports, documents and information onlyto the Trustee and the Holders through its publicly available website as if Parent were subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act within the time periods specified therein or in the relevant forms, a report which requirement may be satisfied by posting such reports, documents and information on its website within the annual financial statements time periods specified by this Section 4.03. For the Company’s certified independent accountants. In additionavoidance of doubt, whether or not required by the Commission, the Company shall file a copy of all of the information and reports referred to above with the Commission for public availability within the time periods specified above (unless the Commission will in this Section 4.03(a) shall not accept such a filing) and shall make such information available to securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it shall furnish to the Holders of such Notes and to securities analysts and prospective investors, upon their request, the information be required to contain separate financial information for Guarantors that would be delivered pursuant to Rule 144A(d)(4) required under the Securities Act. So long as: (i) any parent entity of the Company is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission SEC (or any successor provision), and. (iiib) the rules The Trustee shall have no responsibility to determine if and regulations when any of the Commission permit the Company and such parent entity to report at such parent entity’s level reports required by (a) above have been filed or posted on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Actwebsite. Delivery of such reports, information and documents the reports required by (a) above to the Trustee is for informational purposes only and the Trustee’s receipt of such shall reports will not constitute constructive notice of any information contained therein or determinable from information contained therein, including the IssuersParent’s or any other parties’ compliance with any of their its covenants hereunder in this Indenture (as to which the Trustee is will be entitled to rely exclusively on Officers’ Certificates that are delivered). (subject to Article 7 hereofc) If any of Parent’s Subsidiaries have been designated as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then Parent shall provide, either (in its discretion) (1) on OfficerParent’s Certificatesinvestor relations website or (2) in the annual and quarterly reports required by Section 4.03(a), within the applicable period after each fiscal quarter or fiscal year for the delivery of quarterly or annual financial information under Section 4.03(a), a reasonably detailed presentation, as determined in good faith by senior management of Parent, of the financial condition and results of operations of Parent, the other Guarantors, the Issuer and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (d) The Issuer and the Guarantors will make available to the Holders and to prospective investors, upon the request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. For purposes of this Section 4.03, the Issuer and the Guarantors will be deemed to have furnished the reports to the Holders as required by this Section 4.03 if Parent has filed such reports with the SEC via the XXXXX or any successor filing system and such reports are publicly available. (e) In the event that: (1) the rules and regulations of the SEC permit Parent and any direct or indirect parent of Parent to report at such parent entity’s level on a consolidated basis and such parent entity is not engaged in any business in any material respect other than incidental to its ownership, directly or indirectly, of the Capital Stock of Parent, or (2) any direct or indirect parent of Parent is or becomes a Guarantor of the Notes, consolidating reporting at such parent entity’s level in a manner consistent with that described above in this Section 4.03 for Parent will satisfy this Section 4.03, and Parent is permitted to satisfy its obligations in this Section 4.03 with respect to financial information relating to Parent by furnishing financial information relating to such direct or indirect parent; provided that such financial information is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent and any of its Subsidiaries other than Parent and its Subsidiaries, on the one hand, and the information relating to Parent and its Subsidiaries on a standalone basis, on the other hand.

Reports and Other Information. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Company shall either file with will furnish to the Commission holders of Notes, or furnish to the Holders Trustee and cause the Trustee to furnish to the holders of Notes, or file with the SEC for public availability, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, time periods specified in the case of annual financial information, within 90 days after the end of each fiscal year, SEC’s rules and regulations: (1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission SEC on Forms 10-Q and 10-K, respectively, K if the Company were required to file such Formsreports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements thereon by the Company’s certified independent accountants; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. In additionAll such reports shall be prepared in all material respects in accordance with all of the SEC rules and regulations applicable to such reports. (b) The availability of the foregoing reports on the SEC’s XXXXX filing system will be deemed to satisfy the foregoing delivery requirements. Notwithstanding the foregoing, whether the above requirements may be satisfied by the filing with the SEC for public availability by Centennial Resource Development or another Parent Entity of any Annual Report on Form 10-K, Quarterly Report on Form 10-Q or Current Report on Form 8-K, containing the required information with respect to the Company or Parent Entity, as applicable, provided that (i) any such financial information of such Parent Entity contains information reasonably sufficient to identify the material differences, if any, between the financial information of such Parent Entity, on the one hand, and the Company and its Subsidiaries on a stand-alone basis, on the other hand and (ii) such Parent Entity does not own, directly or indirectly, any material business operations that would not be consolidated with the financial results of the Company and its Subsidiaries. (c) The Company shall schedule a conference call not more than ten Business Days following the release of each report containing the financial information referred to in Section 4.06(a)(1) hereof, to discuss the information contained in such report. The Company shall be permitted to combine this conference call with any other conference call for other debt or equity holders or lenders of the Company or the Parent Entity. The Company will take reasonable steps to notify Holders of Notes about such call and provide them and prospective investors in the Notes with instructions to obtain access to such conference call concurrently with and in the same manner as each delivery of financial statements pursuant to Section 4.06(a) hereof. (d) For the avoidance of doubt, (a) any such reports or other information delivered pursuant to the foregoing will not be required to contain the separate financial information for Subsidiary Guarantors as contemplated by Rule 3-10 of Regulation S-X or any financial statements of unconsolidated subsidiaries or 50% or less owned persons as contemplated by Rule 3-09 of Regulation S-X or any schedules required by Regulation S-X, or in each case any successor provisions and (b) such information shall not be required to comply with Regulation G under the CommissionExchange Act or Item 10(e) of Regulation S-K with respect to any non-GAAP financial measures contained therein. (e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 4.06(a)(1) hereof will include, to the extent material, a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” of the financial condition and results of operations of the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Company. No certifications or attestations concerning the financial statements or disclosure controls and procedures or internal controls that would otherwise be required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 will be required, and nothing contained in this Indenture shall otherwise require the Company to comply with the terms of the Xxxxxxxx-Xxxxx Act of 2002, in each case, at any time when it would not otherwise be subject to such statute. (f) Any and all Defaults or Events of Default arising from a failure to furnish in a timely manner any report required by this covenant shall be deemed cured (and the Company shall file a copy of all be deemed to be in compliance with this covenant) upon filing or posting such report as contemplated by this covenant (but without regard to the date on which such report is so filed or posted); provided that such cure shall not otherwise affect the rights of the information Holders under Article 6 hereof if the principal of, premium, if any, on, and reports referred to above interest on, the Notes have been accelerated in accordance with the Commission for public availability within the time periods specified above terms of this Indenture and such acceleration has not been rescinded or cancelled prior to such cure. (unless the Commission will not accept such a filingg) and shall make such information available to securities analysts and prospective investors upon request. In addition, the The Company has agreed that, for so long as any Notes remain outstanding, it shall furnish to the Holders of such Notes and to securities analysts and noteholders, prospective investors, broker-dealers and securities analysts, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. So Act so long as: (i) any parent entity of the Company is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), and (iii) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of as the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of are not freely transferable under the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates).

Reports and Other Information. (a) Whether or not required by the CommissionSEC’s rules and regulations, so long as any Notes are outstanding, the Company Holdings shall either file with the Commission furnish (whether through hard copy or furnish internet accessible data) to the Holders of Notesand the Trustee, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, time periods specified in the case of annual financial information, within 90 days after the end of each fiscal year, SEC’s rules and regulations: (1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission SEC on Forms 10-Q and 10-K, respectively, K if the Company Holdings were required to file such Forms, including a “Management’s Discussion reports; and (2) all current reports that would be required to be filed with the SEC on Form 8-K if Holdings were required to file such reports. All such reports shall be prepared in all material respects in accordance with all of the rules and Analysis of Financial Condition and Results of Operations” and, with respect regulations applicable to the such reports. Each annual information only, report on Form 10-K shall include a report on the annual Holdings’ consolidated financial statements by the Company’s certified Holdings’ independent accountantsregistered public accounting firm. In addition, whether or not required by the Commission, the Company Holdings shall file a copy of all each of the information and reports referred to in clauses (1) and (2) above with the Commission SEC for public availability within the time periods specified above in the rules and regulations applicable to such reports (unless the Commission SEC will not accept such a filing) and shall make such information available to securities analysts and prospective investors upon request. If at any time Holdings is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, Holdings shall nevertheless continue filing the reports specified in the preceding paragraphs of this Section 4.03(a) with the SEC within the time periods specified in this Section 4.03(a) unless the SEC will not accept such a filing; provided that, for so long as Holdings is not subject to the periodic reporting requirements of the Exchange Act for any reason, the time period for filing reports on Form 8-K shall be ten Business Days after the event giving rise to the obligation to file such report. Holdings shall not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept Holdings’ filings for any reason, Holdings shall post the reports referred to in the preceding paragraphs of this Section 4.03(a) on its website within the time periods that would apply if Holdings were required to file those reports with the SEC, subject to the above proviso. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it shall the Issuer and the Guarantors shall, at any time they are not required to file the reports required by the preceding paragraphs of this Section 4.03(a) with the SEC, furnish to the Holders of such Notes 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. So long as: (i) any parent entity of Holdings shall be deemed to have furnished such reports to the Company is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents Trustee and the Capital Stock Holders of the Company (and performs the related incidental activities associated with Notes if it has filed such ownership), (ii) such parent entity complies reports with the requirements of Rule 3-10 of Regulation S-X promulgated by SEC using the Commission XXXXX filing system (or any successor provision)thereto) and such reports are publicly available. (b) [Reserved]. (c) If Holdings has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, andif taken together as one Subsidiary, would constitute a Significant Subsidiary of Holdings, then the annual and quarterly information required by Section 4.03(a)(1) shall include a presentation of selected financial metrics (in Holdings’ sole determination) of such Unrestricted Subsidiaries as a group. (d) In the event that any direct or indirect parent company of Holdings becomes a Guarantor of the Notes, the obligations under this Section 4.03 may be satisfied by the filing of the reports specified in Section 4.03(a) by such parent company; provided that the same is accompanied by selected financial metrics (in Holdings’ sole determination) that show the differences between the information relating to such parent, on the one hand, and the information relating to Holdings and the Restricted Subsidiaries on a standalone basis, on the other hand. (e) Notwithstanding anything herein to the contrary, Holdings will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (iii) of Section 6.01(a) hereof until 120 days after the rules and regulations receipt of the Commission permit written notice delivered thereunder. To the Company and such parent entity to report at such parent entity’s level on a consolidated basis, extent any information is not provided within the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described time periods specified in this Section 4.02 4.03 and such information is subsequently provided, Holdings will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates)have been cured.

Reports and Other Information. Whether (a) At all times whether or not required by the CommissionCompany is subject to the reporting requirements of Sections 13 or 15(d) of the Exchange Act the Company shall furnish to the Holders of the Securities or cause the Trustee to furnish to the Holders of the Securities, so long as any Notes are series of Securities is outstanding, the Company shall either file with the Commission or furnish to the Holders : (i) within ninety (90) days of Notes, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, in the case of annual financial information, within 90 days after the end of each fiscal yearyear and within sixty (60) days of the end of each fiscal quarter, all annual and quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission on Forms 10-Q K and 10-K, respectively, Q if the Company were required to file such Formsreports; and (ii) within the time periods specified in the Commission’s rules and regulations that would be applicable if the Company were subject to such rules and regulations, including a “Management’s Discussion all current reports that would be required to be filed with the Commission on Form 8-K if the Company were required to file such reports. (b) The Company shall prepare all such reports within the time periods specified in Section 5.08(a), in all material respects in accordance with all of the rules and Analysis of Financial Condition and Results of Operations” and, with respect regulations applicable to the such reports. Each annual information only, report on Form 10-K shall include a report on the annual Company’s consolidated financial statements by the Company’s certified its independent accountantsregistered public accounting firm or independent auditors. In addition, whether or not required by the Commission, the Company shall file a copy of all each of the information and reports referred to above in Sections 5.08(a)(i) and (ii) with the Commission for public availability within the time periods specified above in Sections 5.08(a)(i) and (ii) (unless the Commission will not accept such a filing) and ). The Company shall make such information available to securities analysts and prospective investors upon request. In addition, not take any action for the Company has agreed that, for so long as any Notes remain outstanding, it shall furnish to the Holders purpose of such Notes 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. So long as: (i) any parent entity of the Company is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by causing the Commission (or not to accept any successor provision)such filings. If, and (iii) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding notwithstanding the foregoing, the requirements described Commission will not accept the Company’s filings for any reason, the Company shall use its reasonable best efforts to post the reports referred to in this Section 4.02 shall Sections 5.08(a)(i) and (ii) on its website within the time periods specified therein. To the extent such filings are made, the reports will be deemed satisfied prior to be furnished to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, Trustee and any amendments thereto, with such financial information that satisfies Regulation S-X Holders of the Securities Act. on the date filed. (c) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Company’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates). The Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed pursuant to the “XXXXX” system (or its successor).

Reports and Other Information. Whether (a) If, at any time, the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company will file with the SEC, subject to the following sentence, and provide the Trustee (and, upon written request, the holders of the Notes, to the extent not publicly available on the SEC’s XXXXX system (or any successor system) or the Company’s website) such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so filed and provided at the times specified for the filings by the Company of such reports under such Sections and containing, in all material respects, the information and audit reports required for such reports. If, at any time, the Company is not subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will provide the Trustee and make available to the holders of the Notes, prospective investors, market makers affiliated with any Initial Purchaser and securities analysts the reports specified in the preceding sentence by posting such reports to its website or on IntraLinks or any comparable password protected online data system, in each case, within 15 days after the time the Company would be required to file such information with the SEC if it were a non accelerated filer subject to Section 13 or 15(d) of the Exchange Act. Notwithstanding the foregoing, (1) none of the foregoing reports (A) will be required to comply with Section 302, Section 404 or Section 906 of the Sarbanes Oxley Act of 2002, or related Items 307 and 308 of Regulation S-K promulgated by the SEC, (B) will be required to comply with Regulation G or Item 10(e) of Regulation S-K promulgated by the SEC (with respect to any non GAAP financial measures contained therein), (C) will be required to contain the separate financial information for Guarantors and non-Guarantor subsidiaries contemplated by Rule 3 10 of Regulation S-X promulgated by the SEC, (D) will be required to present compensation or beneficial ownership information and (E) will be required to contain information required by Item 601 of Regulation S-K and (2) if any parent of the CommissionCompany becomes a guarantor of the Notes, the reports, information and other documents required to be filed and provided as described above may be those of the parent, rather than those of the Company, so long as such filings would satisfy the SEC’s requirements; provided that such reports include a reasonable explanation of the material differences between the assets, liabilities and results of operations of such parent and its consolidated Subsidiaries on the one hand, and the Company and its Restricted Subsidiaries on the other hand. (b) In addition, at any Notes are outstandingtime when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall either file with the Commission or furnish to the Holders of Notes, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, in the case of annual financial information, within 90 days after the end of each fiscal year, 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, respectively, if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants. In addition, whether or not required by the Commission, the Company shall file a copy of all of the information and reports referred to above with the Commission for public availability within the time periods specified above (unless the Commission will not accept such a filing) and shall make such information available to securities analysts and prospective investors upon request. In addition, the Company has agreed agree that, for so long as any Notes remain outstanding, it shall will furnish to the Holders holders of such the Notes and to securities analysts and prospective investors, upon their written request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. So long as:. (ic) any parent entity Delivery of the Company is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), and (iii) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed the Trustee under this Indenture is for informational purposes only and furnished to Holders the information and such Trustee’s receipt of the Notes foregoing shall not constitute constructive notice of any information contained therein, or determinable from information contained therein including our compliance with any of its covenants thereunder (as to which such trustee is entitled to rely exclusively on an Officer’s Certificate). (d) Any subsequent restatement of financial statements shall have no retroactive effect for purposes of calculations previously made pursuant to the covenants contained in this Section 4.02 Indenture. (e) The Company shall: (1) at any time after the Company releases its earnings for any annual or quarterly period, but in no event later than 10 Business Days after furnishing to the Trustee (or filing with the SEC) the annual and quarterly reports required by clause (a) above, hold a conference call to discuss such reports and the results of operations for the relevant reporting period (which conference call may, at the option of the Company, be filed by and be those of such parent entity rather than the same conference call that the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied ’s shareholders and/or equity research analysts are invited to); and (2) issue a press release to an internationally recognized wire service no fewer than three Business Days prior to the commencement date of the Registered Exchange Offer pursuant conference call required to be held in accordance with this paragraph, announcing the Registration Rights Agreement time and date of such conference call and either including all information necessary to access the call or directing noteholders, prospective investors, broker-dealers and securities analysts to contact the effectiveness of appropriate person at the Shelf Registration Statement contemplated thereby by Company to obtain such information. (f) The Trustee shall have no obligation to determine if and when the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, Company’s financial statements or reports are available to Holders and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Actaccessible electronically. Delivery of such reports, information and documents to the Trustee under this Indenture is for informational purposes only and the information and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein therein, or determinable from information contained therein, including the Issuers’ Company’s compliance with any of their the Company’s covenants hereunder set forth herein (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates). (g) The subsequent filing or making available of any materials or conference call required by this covenant shall be deemed automatically to cure any Event of Default resulting from the failure to file or make available such materials or conference call within the required timeframe.

Reports and Other Information. Whether or not required by the Commission, so (a) So long as any Notes are outstanding, the Company shall either file Issuer will provide the Trustee and, upon request, Holders of the Notes with such annual and other reports as are specified in Sections 13 and 15(d) of the Exchange Act and applicable to a U.S. corporation subject to such Sections, such reports to be so provided within the times specified for the filings of such reports with the Commission SEC for non-accelerated filers under such Sections and containing, in all material respects, all the information, audit reports and exhibits required for such reports. In addition to providing such information to the Trustee, the Issuer shall make available to the Holders, prospective investors, market makers and securities analysts the information required to be provided pursuant to this Section 4.03(a), by posting such information to its website or on IntraLinks or any comparable online data system or website. (b) In addition, in the event that: (1) the rules and regulations of the SEC permit a parent entity that becomes a Guarantor to report at such parent entity’s level on a consolidated basis; and (2) such parent entity is not engaged in any business in any material respect other than incidental to its ownership of the capital stock of the Issuer, such consolidated reporting by such parent entity in a manner consistent with this Section 4.03 for the Issuer will satisfy this Section 4.03. (c) Notwithstanding the foregoing, the Issuer will not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K or Item 3-10 of Regulation S-X. (d) In addition, the Issuer will furnish to the Holders of Notes, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, in the case of annual financial information, within 90 days after the end of each fiscal year, 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, respectively, if the Company were required to file such Forms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants. In addition, whether or not required by the Commission, the Company shall file a copy of all of the information and reports referred to above with the Commission for public availability within the time periods specified above (unless the Commission will not accept such a filing) and shall make such information available to securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it shall furnish to the Holders of such Notes and to securities analysts and prospective investors, upon their requestthe requests of such Holders, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. So long as:. (ie) any parent entity of Notwithstanding anything herein to the Company is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), and (iii) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basiscontrary, the reports, information and other documents Issuer will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (3) under Section 6.01(a) hereof until 120 days after the date any report hereunder is required to be filed made available to the Trustee and furnished to the Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates)4.03.

Reports and Other Information. (a) Whether or not required by Parent is subject to the Commissionreporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, Parent shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a nationally recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the Company American Institute of Certified Public Accountants (or any similar replacement standard). In addition, so long as any Notes are outstanding, Parent shall either file with the Commission or furnish to the Holders of Notes, within 45 days after the end of each of Notes the first three fiscal quarters of each fiscal year, or, in the case of following reports: (1) (x) all annual and quarterly financial information, within 90 days after the end of each fiscal year, all quarterly and annual financial information statements that would be required to be contained in a filing with the Commission SEC on Forms 10-Q K and 10-K, respectivelyQ of Parent, if the Company Parent were required to file such Formsforms, including plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, ”; (y) with respect to the annual information and quarterly information, a presentation of EBITDA of Parent substantially consistent with the presentation thereof in the Offering Circular and derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by Parent’s independent registered public accounting firm; and (2) all information that would be required to be contained in filings with the Company’s certified independent accountants. In additionSEC on Form 8-K under Items 1.01, whether 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or not contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if Parent were required by the Commissionto file such reports; provided, the Company however, that (A) no such current report shall file be required to include as an exhibit, or to include a copy of all summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between Parent (or any of its Subsidiaries) and any director, manager or executive officer, of Parent (or any of its Subsidiaries), (B) Parent shall not be required to make available any information regarding the occurrence of any of the events set forth in subclause (2) if Parent determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of Parent and its Restricted Subsidiaries taken as a whole, (C) no such current report shall be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein (other than providing reconciliations of such non-GAAP information to extent included in the Offering Circular), (D) no such current report shall be required to comply with Regulation S-X and (E) no such current report shall be required to provide any information that is not otherwise similar to information currently included in the Offering Circular. All such annual reports referred shall be furnished within 90 days after the end of the fiscal year to above with which they relate, and all such quarterly reports shall be furnished within 60 days after the Commission end of the fiscal quarter to which they relate; provided that the annual report for public availability the first fiscal year ending after the Issue Date shall be furnished within 120 days after the end of the fiscal year to which it relates; and provided further that the quarterly report for the first four fiscal quarters ending after the Issue Date shall be furnished within 75 days after the end of the fiscal quarter to which they relate. All such current reports shall be furnished within the time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. Parent shall be deemed to have furnished the reports referred to clauses (1) and (2) above (unless if the Commission Issuer, Parent or any parent entity of Parent has filed reports containing such information with the SEC. If Parent, the Issuer or any parent entity of Parent does not file reports containing such information with the SEC, then Parent will not accept make available such information and such reports to the Trustee under this Indenture, to any Holder of the Notes and to any beneficial owner of the Notes, in each case by posting such information on Intralinks or any comparable password-protected online data system which shall require a filing) confidentiality acknowledgment, and shall make such information readily available to any prospective investor, any securities analyst or any market maker in the Notes who (i) agrees to treat such information as confidential or (ii) accesses such information on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment; provided that Parent shall post such information thereon and make readily available any password or other login information to any such prospective investor, securities analyst or market maker. The Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed with the SEC or on Intralinks or any comparable password-protected online data system. (b) Parent shall furnish to Holders of the Notes, securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it shall furnish to the Holders of such Notes and to securities analysts and prospective investors, upon their request, request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. So , so long as:as the Notes are not freely transferable under the Securities Act. (ic) If Parent has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of Parent, then the annual and quarterly information required by 4.03(a)(1) shall include a presentation of selected financial metrics (in Parent’s sole discretion) of such Unrestricted Subsidiaries as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (d) Notwithstanding the foregoing, Parent may satisfy its obligations under this Section 4.03 with respect to financial information relating to Parent by furnishing financial information relating to any parent entity of Parent; provided that the Company same is a Guarantor accompanied by selected financial metrics that show the differences (there being no obligation of any parent entity in Parent’s sole discretion) between the information relating to do so)such parent, holds no material assets other than cashon the one hand, Cash Equivalents and the Capital Stock of information relating to Parent and its Restricted Subsidiaries on a stand-alone basis, on the Company (and performs the related incidental activities associated with such ownership),other hand. (iie) such parent entity complies Notwithstanding anything herein to the contrary, Parent will not be deemed to have failed to comply with the requirements any of Rule 3-10 its obligations hereunder for purposes of Regulation S-X promulgated by the Commission (or any successor provision), and clause (iii) of Section 6.01(a) hereof until 120 days after the rules and regulations receipt of the Commission permit written notice delivered thereunder. To the Company and such parent entity to report at such parent entity’s level on a consolidated basis, extent any information is not provided within the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described time periods specified in this Section 4.02 4.03 and such information is subsequently provided, Parent will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates)have been cured.

Reports and Other Information. Whether or not required by the Commission, so So long as any Notes are outstanding, whether or not required by the Company rules and regulations of the SEC, the Parent shall either furnish without cost to each Holder of Notes and file with the Commission or furnish to the Holders of Notes, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, in the case of annual financial information, within 90 days after the end of each fiscal year, Trustee: (a) all quarterly and annual financial information (excluding exhibits) that would be required to be contained in a filing with the Commission SEC on Forms 10-Q and 10-K, respectively, K if the Company Parent 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 Parent and its consolidated Subsidiaries and, with respect to the annual information only, a report on the annual financial statements thereon by the CompanyParent’s certified independent accountants. In addition, whether or not required by the Commission, the Company shall file a copy of all of accounts; and (b) the information and (excluding exhibits) required to be contained in all current reports referred that would be required to above be filed with the Commission for public availability SEC on Form 8-K if the Parent were required to file such reports, in each case within the time periods specified above (unless in the Commission will not accept such SEC’s rules and regulations if the Parent were a filing) “non-accelerated filer” as defined in the applicable rules and regulations of the SEC; provided, however that the provisions of this paragraph shall make be satisfied if the Parent files reports containing such information available to securities analysts with the SEC within the time periods required by the applicable SEC rules and prospective investors upon request. regulations for “non-accelerated filers.” In addition, the Company Parent will include in the annual and quarterly reports described in Section 4.03(a) hereof, or otherwise furnish or file with the SEC, annual financial information for the most recently completed fiscal year and quarterly financial information for the most recently completed fiscal quarter and interim period, in each case for the Issuer or for TRU Europe LLC or any other parent company of the Issuer that is a subsidiary of the Parent, substantially consistent with the presentation of such financial information in the Offering Memorandum under the caption “Summary Historical Condensed Consolidated Financial Data”; provided that such financial information may be presented for TRU Europe LLC or any other such parent company, in lieu of the Issuer, only if (i) the Issuer is a Wholly-Owned Subsidiary of TRU Europe LLC or such other parent company and (ii) TRU Europe LLC or such other parent company has agreed thatno material assets or operations other than in connection with acting as a direct or indirect holding company for the Issuer. Notwithstanding the foregoing, for no such reports shall be required to comply with (a) sections 302, 906 and 404 of the Xxxxxxxx-Xxxxx Act of 2002 and Items 000, 000 xxx 000 xx Xxxxxxxxxx X-X, (x) Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein or (c) Rule 3-10 or Rule 3-16 of Regulation S-X (including, without limitation, Rule 3-10(a) to the extent such Rule would otherwise require the provision of financial statements of the Issuer or any Guarantor other than consolidated financial statements of the Parent). For so long as any Notes remain outstanding, it the Issuer shall furnish to the Holders of such Notes and to securities analysts analysts, market makers and bona fide prospective investorsinvestors that certify that they are qualified institutional buyers, upon their request, the information described above as well as, so long as the Notes constitute “restricted securities” as defined in Rule 144(a)(3) under the Securities Act, all information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. So long as: Notwithstanding anything herein to the contrary, the Parent will file the reports and financial information specified in clauses (ia) and (b) of this Section 4.03 with the SEC, unless the SEC will not accept such filings. The Parent will not take any parent entity action for the purpose of causing the SEC not to accept such filings. If the SEC will not accept such filings, the Parent shall maintain a website to which all of the Company is reports and press releases required by this Section 4.03 are posted. It shall be understood that for the purposes of this Section 4.03, the filing by any direct or indirect parent of the Parent with the SEC of the required information shall constitute a filing by the Parent. The Parent shall also hold a quarterly conference call to discuss the financial results of the Parent with Holders. Such conference call may be part of or separate from any conference call relating to the financial results of any of the Parent’s Subsidiaries. The conference call shall not be later than five Business Days from the date on which the Parent would be required to file its annual or quarterly report with the SEC if the Parent were a “non-accelerated filer” as defined in the applicable rules and regulations of the SEC. No fewer than two days prior to the conference call, the Parent shall issue a press release to the appropriate wire services announcing the time, date and access details of such conference call. If at any time any direct or indirect parent of the Parent becomes a Guarantor (there being no obligation of any such parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), and (iii) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of the Notes and the Trustee pursuant to this Section 4.02 4.03 may, at the option of the CompanyParent, be filed furnished by and be those of such parent entity rather than the Company. Notwithstanding Parent; provided that the foregoingsame is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent and its subsidiaries other than the Parent and its Subsidiaries, on the requirements described in this Section 4.02 shall be deemed satisfied prior one hand, and the information relating to the commencement of Parent and its Subsidiaries, on the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby other hand. Reports by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents Parent delivered to the Trustee is should be considered for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ or the Parent’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates). The Trustee shall have no duty to determine whether any reports have been posted or filed.

Reports and Other Information. Whether or not required (a) So long as any Secured Notes are outstanding, Holdings shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a nationally recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the CommissionAmerican Institute of Certified Public Accountants (or any similar replacement standard). In addition, so long as any Secured Notes are outstanding, the Company Holdings shall either file with the Commission or furnish to the Holders of Notes, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, (x) all annual and quarterly financial statements substantially in the case of annual financial information, within 90 days after the end of each fiscal year, all quarterly and annual financial information forms that would be required to be contained in a filing with the Commission SEC on Forms 10-Q K and 10-K, respectivelyQ of Holdings, if the Company Holdings were required to file such Formsforms, including plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, (“MD&A”) and (y) with respect to the annual information financial statements only, a report on the annual financial statements by Holdings’ independent registered public accounting firm; provided, however, that (i) in no event shall such reports be required to comply with Rules 3-09, 3-10 or 3-16 of Regulation S-X promulgated by the Company’s certified independent accountantsSEC from time to time and (ii) in no event shall such reports be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures contained therein; and provided further that Holdings will not be required to furnish to the Holders a separate MD&A of Holdings if and to the extent that the MD&A of any Parent Entity (including Parent) includes a discussion of Holdings (in the form of segment reporting or otherwise), which includes financial information not materially different (in the good faith judgment of Holdings) than the financial information required pursuant to clause (x) above for the relevant period. (b) All such annual reports (commencing with the fiscal year ending December 31, 2021) shall be furnished within 120 days after the end of the fiscal year to which they relate, and all such quarterly reports (commencing with the fiscal quarter ending March 31, 2022) shall be furnished within 60 days after the end of the fiscal quarter to which they relate. In addition, whether or not the quarterly and annual financial information required by this paragraph will include (whether provided in such reports or in supplemental reports) the Commission, the Company shall file a copy of all percentages of the total assets, total liabilities and total Consolidated EBITDA of Holdings and its Subsidiaries represented by (i) all Subsidiaries of Holdings that are not Guarantors and (ii) all Unrestricted Subsidiaries of Holdings. (c) Holdings shall make available such information and such reports referred to above with the Commission for public availability within Trustee under this Indenture, to any Holder of the time periods specified above (unless Secured Notes and, upon request, to any beneficial owner of the Commission will not accept Secured Notes, in each case by posting such information on its website, or on Intralinks or any comparable password-protected online data system which shall require a filing) confidentiality acknowledgment, and shall make such information readily available to any Holder of the Secured Notes, any bona-fide prospective investor in the Secured Notes, any securities analysts analyst (to the extent providing analysis of investment in the Secured Notes) or any market maker in the Secured Notes who agrees to treat such information as confidential or accesses such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment; provided that Holdings shall post such information thereon and make readily available any password or other login information to any such Holder of the Secured Notes, bona-fide prospective investors upon request. In additioninvestor, securities analyst or market maker; provided, further, that Holdings may deny access to any competitively-sensitive information otherwise to be provided pursuant to this Section 4.03(c) to any such Holder, bona-fide prospective investor, security analyst or market maker that is a competitor of Holdings and its Subsidiaries to the Company has agreed thatextent that Holdings determines in good faith that the provision of such information to such Person would be competitively harmful to Holdings and its Subsidiaries. (d) To the extent not satisfied by the foregoing, for so long as any Notes remain outstanding, it Holdings shall furnish to prospective investors of the Holders of such Notes and to securities analysts and prospective investorsSecured Notes, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Secured Notes are not freely transferable under the Securities Act. So long as:. (e) Any Parent Entity may satisfy the obligations of Holdings set forth in this Section 4.03 by providing the requisite financial and other information of such Parent Entity instead of Holdings; provided that to the extent such Parent Entity holds assets (other than its direct or indirect interest in Holdings and its Restricted Subsidiaries) that exceed the lesser of (i) any parent entity 1.0% of the Company is a Guarantor (there being no obligation total assets of any parent entity to do so), holds no material assets other than cash, Cash Equivalents such Parent Entity and the Capital Stock of the Company (its Restricted Subsidiaries and performs the related incidental activities associated with such ownership), (ii) 1.0% of the total revenue for the preceding fiscal year of such parent entity complies with Parent Entity and its Restricted Subsidiaries, then such information related to such Parent Entity shall be accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the requirements differences between the information of Rule 3such Parent Entity, on the one hand, and the information relating to Holdings and its Subsidiaries on a stand-10 alone basis, on the other hand. (f) Holdings shall be deemed to have furnished the financial statements, the MD&A and such reports on the annual and quarterly financial statements referred to in Section 4.03(a) if Holdings or any Parent Entity of Regulation S-X promulgated by the Commission Holdings has filed reports containing such information (or any successor provisionsuch information of a Parent Entity in accordance with Section 4.03(e), and) with the SEC. (iiig) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates).

Reports and Other Information. (a) Whether or not required by the Commission, so long as any Notes are outstanding, the Company shall either file with the Commission or Issuer will furnish to the Holders of NotesHolders, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, time periods specified in the case of annual financial information, within 90 days after Commission’s rules and regulations (as in effect on the end of each fiscal year, Effective Date) for non-accelerated filers: (1) all quarterly and annual financial information that would be required to be contained in a filing by a non-accelerated filer with the Commission on Forms 10-Q and 10-K, respectively, K (or any successor or comparable forms) if the Company Issuer were required to file such Formsforms, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements by the CompanyIssuer’s certified independent accountants. ; and (2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports. (b) In addition, whether or not required by the Commission, the Company shall Issuer will file a copy of all of the information and reports referred to above in clause (1) and (2) of Section 1019(a) of this covenant with the Commission for public availability within the time periods specified above in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and shall make such information available to securities analysts and prospective investors upon request. The Issuer will be deemed to have furnished to the holders the reports referred to in clauses (1) and (2) of Section 1019(a) if the Issuer has either (i) filed such reports with the Commission (and such reports are publicly available) or (ii) posted such reports on the Issuer Website and issued a press release in respect thereof. For purposes of this Section 1019, the term “Issuer Website” means the collection of web pages that may be accessed on the World Wide Web using the URL address xxxx://xxx.xxxxxxxxxxxx.xxx or such other address as the Issuer may from time to time designate in writing to the holders and the Trustee. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it shall the Issuer will furnish to the Holders of such Notes 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. So long as: (i) any parent entity of the Company is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), and (iii) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates).

Reports and Other Information. Whether or not required by the rules and regulations of the Commission, so long as any Notes are outstanding, the Company shall either Issuer will furnish to the Holders or cause the Trustee to furnish to the Holders (or file with the Commission or furnish to the Holders of Notesfor public availability), within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, time periods specified in the case of annual financial information, within 90 days after the end of each fiscal year, Commission’s rules and regulations: (1) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission on Forms 10-Q and 10-K, respectively, K if the Company Issuer were required to file such Formsreports, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the annual information only, a report on the annual financial statements thereon by the CompanyIssuer’s certified independent accountants; and (2) all current reports that would be required to be filed with the Commission on Form 8-K if the Issuer were required to file such reports. Notwithstanding the foregoing, prior to the effectiveness of the exchange offer registration statement or a shelf registration statement contemplated by the Registration Rights Agreement, (i) such requirements, with regard to the applicable periods, shall be deemed satisfied by the filing with the Commission of an exchange offer registration statement or a shelf registration statement, and any amendments thereto, with such financial and other information that satisfies Regulation S-X of the Securities Act and the information requirements of this Section 10.08 within the time periods and in accordance with the other provisions of the Registration Rights Agreement, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, and (ii) such requirements with respect to quarterly and annual reports, with regard to the applicable periods, shall be deemed satisfied by furnishing to the Holders within 15 days of the date the Issuer would have been required to file annual and interim reports with the Commission, the financial information (including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section) that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum and excluding, for the avoidance of doubt, any Section 302 and Section 906 certification of the Sarbanes Oxley Act of 2002. Except as provided above, all such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. In addition, whether or not required following the consummation of the exchange offer contemplated by the CommissionRegistration Rights Agreement, the Company shall Issuer will file a copy of all each of the information and reports referred to in clauses (1) and (2) above in this Section 10.08 with the Commission for public availability within the time periods specified above in the rules and regulations applicable to such reports (unless the Commission will not accept such a filing) and will post the reports on its website within those time periods. The Issuer will at all times comply with TIA §314(a). If, at any time after consummation of the exchange offer contemplated by the Registration Rights Agreement, the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this Section 10.08 with the Commission within the time periods specified above unless the Commission will not accept such a filing. The Issuer will not take any action for the purpose of causing the Commission not to accept any such filings. If, notwithstanding the foregoing, the Commission will not accept the Issuer’s filings for any reason, the Issuer will post the reports referred to in the preceding paragraphs of this Section 10.08 on its website within the time periods that would apply if the Issuer were required to file those reports with the Commission. If the Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraphs of this Section 10.08 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management’s Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer. Notwithstanding the foregoing, (a) so long as Parent, or any direct or indirect parent holding company of the Issuer, is a Guarantor of the Notes, the reports, information and other documents required to be filed and provided as described hereunder may, at the Issuer’s option, be filed by and be those of Parent or such other direct or indirect parent holding company of the Issuer rather than the Issuer and (b) in the event that Parent or such other direct or indirect parent holding company of the Issuer conducts any business or holds any significant assets other than the capital stock of the Issuer at the time of filing and providing any such report, information or other document containing financial statements of Parent or such other direct or indirect parent holding company of the Issuer, Parent or such other direct or indirect parent holding company of the Issuer shall make include in such report, information available or other document summarized financial information (as defined in Rule 1-02(bb) of Regulation S-X promulgated by the Commission) with respect to securities analysts and prospective investors upon requestthe Issuer. In addition, the Company has agreed Issuer and the Guarantors agree that, for so long as any Notes remain outstanding, it shall if at any time they are not required to file with the Commission the reports required by the preceding paragraphs of this Section 10.08, they will furnish to the Holders of such Notes 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. So long as: (i) any parent entity of the Company is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), and (iii) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates).

Reports and Other Information. Whether or not required (a) So long as any Secured Notes are outstanding, Holdings shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a nationally recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the CommissionAmerican Institute of Certified Public Accountants (or any similar replacement standard). In addition, so long as any Secured Notes are outstanding, the Company Holdings shall either file with the Commission or furnish to the Holders of Notes, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, (x) all annual and quarterly financial statements substantially in the case of annual financial information, within 90 days after the end of each fiscal year, all quarterly and annual financial information forms that would be required to be contained in a filing with the Commission SEC on Forms 10-Q K and 10-K, respectivelyQ of Holdings, if the Company Holdings were required to file such Formsforms, including plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, (“MD&A”) and (y) with respect to the annual information financial statements only, a report on the annual financial statements by Holdings’ independent registered public accounting firm; provided, however, that (i) in no event shall such reports be required to comply with Rules 3-09, 3-10 or 3-16 of Regulation S-X promulgated by the Company’s certified independent accountantsSEC from time to time and (ii) in no event shall such reports be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures contained therein; and provided further that Holdings will not be required to furnish to the Holders a separate MD&A of Holdings if and to the extent that the MD&A of any Parent Entity (including Xxxxxxxx) includes a discussion of Holdings (in the form of segment reporting or otherwise), which includes financial information not materially different (in the good faith judgment of Holdings) than the financial information required pursuant to clause (x) above for the relevant period. (b) All such annual reports (commencing with the period ending December 31, 2019) shall be furnished within 120 days after the end of the fiscal year to which they relate (provided that the annual report for the period ending December 31, 2019 shall be furnished within 150 days after the end of such period), and all such quarterly reports (commencing with the period ending September 30, 2019) shall be furnished within 60 days after the end of the fiscal quarter to which they relate (provided that the quarterly (or other relevant period) report for the fiscal quarters ending on or about September 30, 2019, March 31, 2020 and June 30, 2020 shall be furnished within 75 days after the end of the fiscal quarter or period to which they relate). In addition, whether or not the quarterly and annual financial information required by this paragraph will include (whether provided in such reports or in supplemental reports) the Commission, the Company shall file a copy of all percentages of the total assets, total liabilities and total Consolidated EBITDA of Holdings and its Subsidiaries represented by (i) all Subsidiaries of Holdings that are not Guarantors and (ii) all Unrestricted Subsidiaries of Holdings. (c) Holdings shall make available such information and such reports referred to above with the Commission for public availability within Trustee under this Indenture, to any Holder of the time periods specified above (unless Secured Notes and, upon request, to any beneficial owner of the Commission will not accept Secured Notes, in each case by posting such information on its website on Intralinks or any comparable password-protected online data system which shall require a filing) confidentiality acknowledgment, and shall make such information readily available to any Holder of the Secured Notes, any bona-fide prospective investor in the Secured Notes, any securities analysts analyst (to the extent providing analysis of investment in the Secured Notes) or any market maker in the Secured Notes who agrees to treat such information as confidential or accesses such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment; provided that Holdings shall post such information thereon and make readily available any password or other login information to any such Holder of the Secured Notes, bona-fide prospective investors upon request. In additioninvestor, securities analyst or market maker; provided, further, that Holdings may deny access to any competitively-sensitive information otherwise to be provided pursuant to this Section 4.03 to any such Holder, bona-fide prospective investor, security analyst or market maker that is a competitor of Holdings and its Subsidiaries to the Company has agreed thatextent that Holdings determines in good faith that the provision of such information to such Person would be competitively harmful to Holdings and its Subsidiaries. (d) To the extent not satisfied by the foregoing, for so long as any Notes remain outstanding, it Holdings shall furnish to prospective investors of the Holders of such Notes and to securities analysts and prospective investorsSecured Notes, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Secured Notes are not freely transferable under the Securities Act. So long as:. (e) Any Parent Entity may satisfy the obligations of Holdings set forth in this Section 4.03 by providing the requisite financial and other information of such Parent Entity instead of Holdings; provided that to the extent such Parent Entity holds assets (other than its direct or indirect interest in Holdings and its Restricted Subsidiaries) that exceeds the lesser of (i) any parent entity 1.0% of the Company is a Guarantor (there being no obligation Total Assets of any parent entity to do so), holds no material assets other than cash, Cash Equivalents such Parent Entity and the Capital Stock of the Company (its Restricted Subsidiaries and performs the related incidental activities associated with such ownership), (ii) 1.0% of the total revenue for the preceding fiscal year of such parent entity complies with Parent Entity and its Restricted Subsidiaries, then such information related to such Parent Entity shall be accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the requirements differences between the information of Rule 3such Parent Entity, on the one hand, and the information relating to Holdings and its Subsidiaries on a stand-10 alone basis, on the other hand. (f) Holdings shall be deemed to have furnished the financial statements, the MD&A and such reports on the annual financial statements referred to in Section 4.03(a) if Holdings or any Parent Entity of Regulation S-X promulgated by the Commission Holdings has filed reports containing such information (or any successor provisionsuch information of a Parent Entity in accordance with Section 4.03(e), and) with the SEC. (iiig) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates).

Reports and Other Information. Whether (a) Following consummation of the Exchange Offer contemplated by the Initial Registration Rights Agreement, whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Company shall either file with the Commission or will furnish to the Holders of Notes, Notes or cause the Trustee to furnish to the Holders of Notes within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, time periods specified in the case of annual financial information, within 90 days after the end of each fiscal year, SEC’s rules and regulations: (i) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission SEC on Forms 10-Q and 10-K, respectively, K if the Company were required to file such Formsreports; and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The availability of the foregoing materials on the SEC’s XXXXX service (or its successor) shall be deemed to satisfy the Company’s delivery obligation. (b) All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants, including and each Form 10-Q and 10-K will include a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to that describes the annual information only, a report on financial condition and results of operations of the annual financial statements by the Company’s certified independent accountantsCompany and its consolidated Subsidiaries. In addition, whether or not required following the consummation of the exchange offer contemplated by the CommissionRegistration Rights Agreement, the Company shall will file a copy of all each of the information and reports referred to above in clauses (i) and (ii) of Section 4.03(a) with the Commission SEC for public availability within the time periods specified above in the rules and regulations applicable to such reports (unless the Commission SEC will not accept such filing). (c) In the event that any direct or indirect parent of the Company becomes a Guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such parent; provided that such reporting is accompanied by consolidating information that presents in reasonable detail the differences between the information relating to such parent and any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information related to the Company, the Note Guarantors and the other Subsidiaries of the Company on a standalone basis on the other hand. (d) If, at any time after consummation of the Exchange Offer contemplated by the Initial Registration Rights Agreement, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in paragraphs (a) and (b) of this Section 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in paragraphs (a) and (b) of this Section 4.03 on a website within the time periods that would apply if the Company were required to file those reports with the SEC. (e) If, at any time, the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then any “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or other comparable section, shall make provide an analysis and discussion of the material differences with respect to the financial condition and results of operations of the Company and its Restricted Subsidiaries as compared to the Company and its Subsidiaries (including such information available to securities analysts and prospective investors upon request. Unrestricted Subsidiaries). (f) In addition, the Company has agreed agrees that, for so long as any Notes remain outstanding, it shall will furnish to the Holders of such Notes 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. So long as:. (ig) any parent entity of Notwithstanding anything to the contrary in this Indenture, the Company will not be deemed to have failed to comply with any of its obligations described under clause (3) of Section 6.01(a) until 30 days after the date on which any report hereunder is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership),due. (iih) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), and (iii) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Officers’ Certificates). (xxxii) Clauses (4), (6), (12) and (13) of Section 4.07(b) of the Indenture are hereby amended to read as follows:

Reports and Other Information. (a) Whether or not required by Dell is subject to the Commissionreporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, Dell shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a nationally recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the Company American Institute of Certified Public Accountants (or any similar replacement standard). In addition, so long as any Notes are outstanding, Dell shall either file with the Commission or furnish to the Holders of Notes, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, (x) all annual and quarterly financial statements substantially in the case of annual financial information, within 90 days after the end of each fiscal year, all quarterly and annual financial information forms that would be required to be contained in a filing with the Commission SEC on Forms 10-Q K and 10-K, respectivelyQ of Dell, if the Company were Dell is at such time required to file such Formsforms and (y) with respect to the annual financial statements only, including a report on the annual financial statements by Dell’s independent registered public accounting firm; provided, however, that (i) in no event shall such financial statements be required to include summarized financial information (as defined in Rule 1-02 of Regulation S-X) or consolidating information of the Issuers, the Guarantors and the non-Guarantors or otherwise comply with Rule 3-10 of Regulation S-X promulgated by the SEC (or such other rule or regulation that replaces such Rule 3-10) or contain any financial statements of unconsolidated Subsidiaries or 50% or less owned Persons under Rule 3-09 of Regulation S-X (or such other rule or regulation that replaces such Rule 3-09) or any schedules required by Regulation S-X or contain separate financial statements for the Issuers, the Guarantors or other Affiliates the shares of Capital Stock and other securities of which are pledged to secure the Notes or any Note Guarantee that would be required under Rule 3-10 or Rule 3-16 of Regulation S-X, respectively, promulgated by the SEC (or such other rule or regulation that replaces such Rule 3-10 or Rule 3-16), or otherwise contain summarized financial information for the Issuers, the Guarantors or such Affiliates and (ii) in no event shall such financial statements be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures contained therein. (b) All such annual financial statements shall be furnished within 90 days after the end of the fiscal year to which they relate, and all such quarterly financial statements shall be furnished within 45 days after the end of the fiscal quarter to which they relate. (c) Dell shall make available such information and such financial statements (as well as the details regarding the conference call (to the extent there is one) described in clause (2) of Section 4.03(d)) to the Trustee under this Indenture, to any Holder of the Notes and, upon request, to any beneficial owner of the Notes, in each case by posting such information on its website on Intralinks or any comparable password-protected online data system which shall require a confidentiality acknowledgment, and shall make such information readily available to any Holder of the Notes, any bona-fide prospective investor in the Notes, any securities analyst (to the extent providing analysis of investment in the Notes) or any market maker in the Notes who agrees to treat such information as confidential or accesses such information on Intralinks or any comparable password-protected online data system which will require a confidentiality acknowledgment; provided that Dell shall post such information thereon and make readily available any password or other login information to any such Holder of the Notes, bona-fide prospective investor, securities analyst or market maker; provided, further, however, Dell may deny access to any competitively-sensitive information otherwise to be provided pursuant to this Section 4.03 to any such Holder, bona-fide prospective investor, security analyst or market maker that is a competitor of Dell and its Subsidiaries to the extent that Dell determines in good faith that the provision of such information to such Person would be competitively harmful to Dell and its Subsidiaries. (d) So long as any Notes are outstanding, Dell shall either, at its option: (1) include a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, section with respect to the delivery of the annual information only, a report on the annual and quarterly financial statements by the Company’s certified independent accountants. In addition, whether or not required by the Commission, the Company shall file a copy of all of the information and reports referred to above with the Commission for public availability within the time periods specified above Section 4.03(a); or (unless the Commission will not accept such a filing2) and shall make such information available to securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it shall furnish to the Holders of such Notes 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. So long as: (i) any parent entity of as promptly as reasonably practicable after (x) furnishing to the Company is a Guarantor Trustee the annual and quarterly financial statements required by Section 4.03(a) or (there being no obligation of any parent entity y) furnishing to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), and (iii) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 mayHolders, at the option and in the sole discretion of Dell (who shall not be obligated to so furnish), summary condensed consolidated annual or quarterly income statement and balance sheet, as applicable, without notes thereto, and a summary discussion of the Companyresults of operations for the relevant reporting period, hold a conference call to discuss the results of operations for the relevant reporting period (which conference call, for the avoidance of doubt, may be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied held prior to such time that the commencement of the Registered Exchange Offer pursuant annual or quarterly financial statements required by Section 4.03(a) for such reporting period are furnished to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s CertificatesHolders).; and

Reports and Other Information. Whether or not required by the Commission, (a) For so long as any Notes are outstandingthe Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall either will file with the Commission or furnish SEC (subject to the next sentence), and provide to the Holders of the Notes or the Trustee for provision to the Holders of the Notes, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, time periods specified in the case of annual financial information, within 90 days after the end of each fiscal year, such Sections: (i) all quarterly and annual financial information that would be reports required to be contained in a filing filed with the Commission SEC on Forms 10-Q and 10-K; and (ii) all current reports required to be filed with the SEC on Form 8-K. While the Company remains subject to the periodic reporting requirements of the Exchange Act, respectivelythe Company agrees that it will not take any action for the purpose of causing the SEC not to accept such filings. (b) If, at any time, the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act for any reason, the Company will nevertheless post the substance of the reports specified in Section 4.02(a) (other than separate financial statements or condensed consolidating financial information required by Rule 3-10 or 3-16 of Regulation S-X) on its website and will provide those to the Holders of the Notes or the Trustee for provision to the Holders of the Notes (but will not be required to file such reports with the SEC), in each case within the time periods that would apply if the Company were required to file those reports with the SEC. (c) For purposes of this Section 4.02, the Company will be deemed to have provided a required report to the Trustee and Holders of the Notes if it has timely filed such Formsreport with the SEC via the XXXXX filing system (or any successor system). (d) At any time when the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, including the Company will furnish to the Holders of the Notes and to prospective investors, upon the requests of such holders, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. (e) Notwithstanding the foregoing, in the event that any direct or indirect parent company of the Company becomes a Guarantor, the Company may satisfy its obligations pursuant to this Section 4.02 with respect to financial information relating to the Company by furnishing or filing the required financial information relating to such direct or indirect parent company. (f) At any time that any of the Issuer’s Subsidiaries are Unrestricted Subsidiaries and any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, taken together as one Subsidiary, constitute or would constitute a Significant Subsidiary of the Issuer based on the financial statements for the most recently ended fiscal year for which financial statements are available, then the quarterly and annual financial information required by this Section 4.02 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” andor other comparable section, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants. In addition, whether or not required by the Commission, the Company shall file a copy of all of the information financial condition and reports referred to above with results of operations of the Commission for public availability within Issuer and Restricted Subsidiaries separate from the time periods specified above (unless the Commission will not accept such a filing) financial condition and shall make such information available to securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it shall furnish to the Holders results of operations of such Notes and to securities analysts and prospective investors, upon their request, Unrestricted Subsidiaries of the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. So long as:Issuer. (ig) any parent entity of the Company is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), and (iii) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee under this Section 4.02 is for informational purposes only only, and the Trustee’s receipt of such the foregoing shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Company’s compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates). The Trustee shall have no responsibility or liability for the content, filing or timeliness of any report to be issued or filed by the Company or Guarantors, as applicable.

Reports and Other Information. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any of the Notes are outstanding, the Company shall either file with the Commission or Issuer will furnish to the Holders of NotesNotes and the Trustee, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, time periods specified in the case of annual financial information, within 90 days after SEC’s rules and regulations applicable to filers other than large accelerated filers and accelerated filers (as such terms are used in Rule 12b-2 under the end of each fiscal year, Exchange Act): (i) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission SEC on Forms 10-Q and 10-K, respectively, K if the Company Issuer were required to file such Formsreports; and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Issuer were required to file such reports; provided, including however, that, in each case of clauses (i) and (ii) above, (x) in no event shall such reports be required to contain separate financial statements for Guarantors or Subsidiaries the shares of which are pledged to secure the Notes or any Guarantee that would be required under Section 3-10 or Section 3-16 of Regulation S-X, respectively, promulgated by the SEC and (y) in no event shall such reports be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-GAAP financial measures contained therein. Delivery of such reports and other information to the Trustee shall be for informational purposes only and receipt thereof shall not constitute constructive notice of any kind. The availability of the foregoing materials on either the SEC’s XXXXX database service or on the Issuer’s website shall be deemed to satisfy the Issuer’s delivery obligation to deliver such reports. All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Issuer’s consolidated financial statements by the Issuer’s certified independent accountants. In addition, the Issuer will file a copy of each of the reports referred to in clauses (1) and (2) above with the SEC for public availability within the time periods specified in the rules and regulations applicable to such reports for filers other than large accelerated filers and accelerated filers (as such terms are used in Rule 12b-2 under the Exchange Act) (unless the SEC will not accept such a filing) and will post the reports on its website within those time periods. If at any time the Issuer is no longer subject to the periodic reporting requirements of the Exchange Act and the rules and regulations promulgated thereunder for any reason, the Issuer will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Issuer will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Issuer’s filings for any reason, the Issuer will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply if the Issuer were required to file those reports with the SEC. (b) At any time that any of the Issuer’s Subsidiaries are Unrestricted Subsidiaries, then the quarterly and annual financial information required by clause (a) of this Section 4.03 will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” or other comparable section, of the financial condition and results of operations of the Issuer and the Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Issuer. (c) So long as any Notes are outstanding, the Issuer will also: (i) as promptly as reasonably practicable after furnishing the annual and quarterly reports required by subparagraph (a) of this Section 4.03, hold a conference call to discuss such reports and the results of operations for the relevant reporting period; and, with respect (ii) issue a press release to the annual information only, a report on appropriate nationally recognized wire services prior to the annual financial statements by the Company’s certified independent accountants. In addition, whether or not required by the Commission, the Company shall file a copy of all date of the information and reports referred conference call required to above be held in accordance with the Commission for public availability within clause (i) above, announcing the time periods specified above (unless and date of such conference call and either including all information necessary to access the Commission will not accept such a filing) call or informing Holders, beneficial owners, bona fide prospective investors, market makers affiliated with any Initial Purchaser and shall make such information available to securities analysts and prospective investors upon request. how they can obtain such information. (d) In addition, the Company has agreed Issuer and the Guarantors agree that, for so long as any of the Notes remain outstanding, it shall if at any time they are not required to file with the SEC the reports required by the preceding paragraphs, they will furnish to the Holders of such the Notes and to securities analysts and bona fide prospective investors, upon their requestthe request of such Holders or bona fide prospective investors, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. So long as: (i) any parent entity of the Company is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), and (iii) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates).

Reports and Other Information. Whether (a) So long as any Notes are outstanding and whether or not required by the Commission, so long as any Notes are outstandingrules and regulations of the SEC, the Company shall either file with the Commission SEC and furnish to the Holders of Notes, or cause the Trustee to furnish to the Holders of Notes, within 45 five days after the end of each of the first three fiscal quarters of each fiscal year, or, time periods specified in the case of annual financial information, within 90 days after the end of each fiscal year, SEC’s rules and regulations: (i) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission SEC on Forms 10-Q and 10-K, respectively, K if the Company were required to file such Formsreports; and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The availability of the foregoing materials on the SEC’s XXXXX service (or its successor) shall be deemed to satisfy the Company’s delivery obligation. (b) All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants, including and each Form 10-Q and 10-K will include a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” andthat describes the financial condition and results of operations of the Company and its consolidated Subsidiaries. (c) If, with respect at any time, the Company is no longer subject to the annual information only, a report on periodic reporting requirements of the annual financial statements by the Company’s certified independent accountants. In addition, whether or not required by the CommissionExchange Act for any reason, the Company shall file a copy nevertheless continue filing the reports specified in clauses (a) and (b) of all of the information and reports referred to above this Section 4.03 with the Commission for public availability SEC within the time periods specified above (unless the Commission SEC will not accept such a filing. The Company shall not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company shall post the reports referred to in clauses (a) and (b) of this Section 4.03 on a website within the time periods that would apply if the Company were required to file those reports with the SEC. (d) If, at any time, the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, then either on the face of the financial statements or in the footnotes to the financial statements and in any “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or other comparable section, the Company shall make provide an analysis and discussion of the material differ- ences with respect to the financial condition and results of operations of the Company and its Restricted Subsidiaries as compared to the Company and its Subsidiaries (including such information available to securities analysts and prospective investors upon request. Unrestricted Subsidiaries). (e) In addition, the Company has agreed agrees that, for so long as any Notes remain outstandingoutstanding and constitute “restricted securities” under Rule 144 under the Securities Act, it shall furnish to the Holders of such Notes 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. So long as:. (if) any parent entity [Reserved]. (g) Any and all Defaults or Events of Default arising from a failure to furnish or file in a timely manner a report or other information required by this covenant shall be deemed cured (and the Company is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), and (iii) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required shall be deemed to be filed and in compliance with this Section 4.03) upon furnishing or filing such report or other information as contemplated by this Section 4.03 (but without regard to the date on which such report or other information is so furnished to or filed); provided that such cure shall not otherwise affect the rights of Holders under Article 6 if payment of the Notes pursuant to has been accelerated in accordance with the terms of this Section 4.02 may, at the option of the Company, be filed by Indenture and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied acceleration has not been rescinded or cancelled prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. cure. (h) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ Company’s compliance with any of their its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Officers’ Certificates).

Reports and Other Information. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes Loans are outstanding, the Parent or the Company shall either file with the Commission or will furnish to the Holders of NotesAdministrative Agent and each Lender, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, time period specified in the case of annual financial information, within 90 days after the end of each fiscal year, SEC’s rules and regulations: (i) all quarterly reports on Form 10-Q and annual financial information reports on Form 10-K that would be required to be contained in a filing filed with the Commission SEC on Forms 10-Q and 10-K, respectively, such forms if the Parent or the Company were required to file such Formsreports under the Exchange Act; (ii) all current reports on Form 8-K that would be required to be filed with the SEC on such form if the Parent or the Company were required to file such reports under the Exchange Act; and (iii) in a footnote to the Parent’s financial statements included in quarterly or annual reports to be filed or furnished pursuant to clauses (i) and (ii) of this paragraph, including the financial information required to comply with Rule 3-10 of Regulation S-X under the Securities Act. (b) All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a “report on the Company’s consolidated financial statements by the Parent’s certified independent accountants. In addition, the Parent will post the reports on its website within the time periods specified in the rules and regulations applicable to such reports and the Parent will file a copy of each of the reports referred to in clauses (a)(i) and (ii) above with the SEC for public availability within those time periods (unless the SEC will not accept such a filing). The Parent and the Company will be deemed to have delivered such reports referred to above to the Administrative Agent and the Lenders if the Parent has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. (c) If at any time the Parent or the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Parent or the Company will nevertheless continue filing the reports specified in the preceding paragraphs of this covenant with the SEC within the time periods specified by the SEC for registrants that are non-accelerated filers unless the SEC will not accept such a filing. Neither the Parent nor the Company will take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Parent’s or the Company’s filings for any reason, the Parent or the Company will post the reports referred to in the preceding paragraphs on its website within the time periods that would apply to non-accelerated filers if the Parent or the Company were required to file those reports with the SEC. (d) The Parent agrees that, for so long as any Loan Obligations remain outstanding under this Agreement, it will use commercially reasonable efforts to hold and participate in quarterly conference calls with the Administrative Agent and the Lenders relating to the financial condition and results of operations of the Parent, the Company and the Restricted Subsidiaries. (e) The quarterly and annual reports and financial information required by the preceding paragraphs will include a Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to Operations (the annual information only, a report on the annual financial statements by the Company’s certified independent accountants. In addition, whether or not required by the Commission, the Company shall file a copy of all “MD&A”) of the information Parent, which shall include a discussion and reports referred to above with the Commission for public availability within the time periods specified above (unless the Commission will not accept such a filing) and shall make such information available to securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it shall furnish to the Holders of such Notes 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. So long as: (i) any parent entity analysis of the Company is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), and (iii) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates).Restricted

Reports and Other Information. (a) Whether or not required by the Commission, so long as any the Notes are outstanding, the Company shall either file with the Commission or will furnish to the Holders Trustee and, upon request to the holders of Notes, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, time periods specified in the case of annual financial information, within 90 days after the end of each fiscal year, Commission’s rules and regulations: (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, respectively, K (or Form 20-F if the Company were required to file is a “foreign private issuer” as such Formsterm is defined under the rules and regulations of 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 on the annual financial statements 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 were required to file such reports. In additionNotwithstanding the foregoing, whether the Company shall not be required to furnish any information, certifications or reports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement (each as defined in the Registration Rights Agreement). (b) Whether or not required by the Commission, after the consummation of the Exchange Offer or the effectiveness of the Shelf Registration Statement, the Company shall will file a copy of all of the information and reports referred to in clauses (i) and (ii) above with the Commission for public availability within the time periods specified above in the Commission’s rules and regulations (unless the Commission will not accept such a filing) and shall make such information available to securities analysts and prospective investors upon request. In addition, the Company has agreed that, for . (c) For so long as any Notes remain outstanding, it shall the Company will furnish to the Holders holders of such the Notes 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. So long as:. (id) In the event that any direct or indirect parent entity company of the Company is or becomes a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision)Notes, and (iii) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described may satisfy its obligations in this Section 4.02 shall be deemed satisfied prior by furnishing financial information relating to such direct or indirect parent company; provided, however, that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such direct or indirect parent company and any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information relating to the commencement Company, the Guarantors and the other Subsidiaries of the Registered Exchange Offer pursuant to Company on a standalone basis, on the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates)other hand.

Reports and Other Information. Whether or not required (a) The Issuer shall have the Issuer’s annual consolidated financial statements audited by the CommissionIssuer’s independent registered public accountants. In addition, so long as any Notes are outstanding, the Company Issuer shall either furnish to the Trustee and may (i) furnish to the Holders, (ii) post on its confidential password-protected website, (iii) post on Intralinks or any comparable confidential password-protected online data system or (iv) file with the Commission or furnish to SEC: (1) an annual report and quarterly report including solely the Holders of Notes, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, in the case of following information: (a) annual financial informationstatements with respect to an annual report and quarterly financial statements with respect to a quarterly report (including a consolidated balance sheet, within 90 days after the end consolidated statement of each fiscal yearoperations and consolidated statement of cash flows prepared in accordance with GAAP), 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, respectively, if the Company were required to file such Forms, including (b) a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” andcontaining information customarily included in such section when included in a Form 10-K or Form 10-Q, as applicable, filed with the SEC, (c) a presentation of EBITDA of the Issuer and its Restricted Subsidiaries for the trailing twelve month period substantially consistent with the presentation of “Adjusted EBITDA” in the Offering Memorandum and derived from such financial statements, and (d) with respect to the annual information report only, a report on the annual financial statements by the CompanyIssuer’s certified independent accountantsregistered public accounting firm; and (2) the information that would be required to be contained in filings with the SEC on Form 8-K by the Issuer if the Issuer were required to file such reports for any of the following events: (a) significant acquisitions or dispositions, (b) the bankruptcy of the Issuer or a Significant Subsidiary, (c) the acceleration of any Indebtedness of the Issuer or any Restricted Subsidiary having a principal amount in excess of $25.0 million, (d) a change in certifying independent auditor with respect to the Issuer or any direct or indirect parent whose financial statements are provided as permitted by this Indenture, (e) the appointment or departure of the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Chief Operating Officer or President (or persons fulfilling similar duties) of the Issuer, (f) change in fiscal year, (g) non-reliance on previously issued financial statements, (h) change of control transactions, (i) entry into material agreements, (j) entry into material financial obligations and (k) historical financial statements of an acquired business (relating to transactions required to be reported pursuant to Item 2.01 of Form 8-K to the extent and in the form available to the Issuer (as determined by the Issuer in good faith) if the Issuer were a domestic reporting company under the Exchange Act); provided, however, that no such current report will be required to be furnished if the Issuer determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial positions or prospects of the Issuer and its Restricted Subsidiaries, taken as a whole; provided, further, however, that no such current report will be required to include a summary of the terms of any employment or compensatory arrangement, agreement, plan or understanding between the Issuer (or any of its Subsidiaries) and any director or officer; provided further that instead of providing such information pursuant to this clause (2), the Issuer will be deemed to have satisfied this requirement by providing the information in any report delivered pursuant to clause (1) within fifteen (15) Business Days after the occurrence of such event. In additionconnection therewith and for the avoidance of doubt, whether all such reports (A) shall not be required to comply with Section 302, Section 404 or Section 906 of the Sxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K promulgated by the SEC, Regulation G promulgated by the SEC or Item 10(e) of Regulation S-K (with respect to any non-GAAP financial measures contained therein), (B) shall not be required to contain the separate financial information for Guarantors contemplated by Rule 3-05, Rule 3-09, Rule 3-10, Rule 3-16, Rule 13-01 or Rule 13-02 of Regulation S-X promulgated by the SEC, (C) shall not be required to comply with Items 402, 405, 406, 407 and 601 of Regulation S-K promulgated by the SEC, (D) shall not be required to contain any segment reporting, (E) shall not be required to contain any exhibit (including any financial statements that would be required to be filed as an exhibit), (F) shall not be required to comply with rules or regulations promulgated by the SEC concerning Extensible Business Reporting Language (XBRL), (G) shall not be required to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between the Issuer (or any of its direct or indirect parents or Subsidiaries) and any director, manager or executive officer of the Issuer (or any of its direct or indirect parents or Subsidiaries) and (H) shall not be required to comply with the requirements of Regulation S-X to the extent such requirements were not complied with in the Offering Memorandum or to otherwise provide any disclosure with respect to results of operations or any other financial or statistical disclosure not of a type included in the Offering Memorandum. (b) All such annual reports shall be furnished within 90 days after the end of the fiscal year (or such longer period as may be permitted by the SEC if the Issuer were then subject to SEC reporting requirements as a non-accelerated domestic filer) to which they relate, and all such quarterly reports shall be furnished within 45 days after the end of the fiscal quarter (or such longer period as may be permitted by the SEC if the Issuer were then subject to SEC reporting requirements as a non-accelerated domestic filer) to which they relate. All such current reports shall be furnished within fifteen (15) Business Days after the occurrence of each event that would be required to be reported in such current report. (c) The Issuer shall make available such information and such reports (as well as the details regarding the conference call described below) to any (i) Holder, (ii) beneficial owner of the Notes, (iii) bona fide prospective investor in the Notes, (iv) bona fide securities analyst or (v) bona fide market maker in the Notes, in each case, by confidentially posting such information on its website or on Intralinks or any comparable password-protected online data system and making readily available any password or other login information to any such recipient or by filing such information with the SEC. The Trustee shall have no responsibility whatsoever to determine if such posting or filing has occurred. The Issuer shall hold a quarterly conference call for the Holders and securities analysts to discuss such financial information for the previous quarter no later than fifteen (15) Business Days after distribution of such financial information. The Issuer may require an acknowledgement from any such recipient in connection with access to its financial information or conference calls that (i) it will keep all information confidential, (ii) it will not use such information in violation of applicable securities laws and regulations, (iii) it will not use the information to compete with the Issuer and (iv) it is not a person principally engaged in a Similar Business or that derives a significant portion of its revenues from a Similar Business, and the Issuer may withhold access from any person who does not satisfy such conditions in its good faith judgment. While the Issuer or any direct or indirect parent of the Issuer is in registration with respect to an initial public offering, the Issuer or any direct or indirect parent of the Issuer shall not be required to disclose any information or take any actions which, in the view of the Issuer, would violate the securities laws or the SEC’s gun jumping rules. The Trustee will have no responsibility whatsoever to participate in any conference calls. (d) Notwithstanding the foregoing, in the event that the Issuer or any direct or indirect parent of the Issuer is or becomes a public reporting company and files the financial statements and forms of reports required pursuant to Section 4.02(a) and holds the quarterly conference calls required by the Commissionimmediately preceding paragraph, then the Company Issuer shall file satisfy the requirements under this Section 4.02 upon the filing of such reports with the SEC or other securities commission or stock exchange and the holding of such conference calls; provided that if a copy of all direct or indirect parent of the information and Issuer files such reports referred to above with the Commission for public availability within SEC, such direct or indirect parent of the time periods specified above Issuer provides the consolidating information set forth in the second sentence of Section 4.02(g). The Trustee shall have no responsibility to determine whether such filing has occurred and will have no responsibility whatsoever to participate in any conference calls. (unless the Commission will not accept such a filinge) and The Issuer shall make such information available also furnish to Holders, securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it shall furnish to the Holders of such Notes and to securities analysts and prospective investors, upon their request, request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. So , so long as: (i) any parent entity of the Company is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), and (iii) the rules and regulations of the Commission permit the Company and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required to be filed and furnished to Holders of as the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of are not freely transferable under the Securities Act. Delivery . (f) If the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of the Issuer, then the annual and quarterly information required by Section 4.02(a)(1) shall include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, of the financial condition and results of operation of the Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of such reports, information and documents to Unrestricted Subsidiaries of the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates)Issuer.

Reports and Other Information. Whether or not required So long as any Secured Notes are outstanding, Holdings shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a nationally recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the CommissionAmerican Institute of Certified Public Accountants (or any similar replacement standard). In addition, so long as any Secured Notes are outstanding, the Company Holdings shall either file with the Commission or furnish to the Holders of Notes, within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, (x) all annual and quarterly financial statements substantially in the case of annual financial information, within 90 days after the end of each fiscal year, all quarterly and annual financial information forms that would be required to be contained in a filing with the Commission SEC on Forms 10-Q K and 10-K, respectivelyQ of Holdings, if the Company Holdings were required to file such Formsforms, including plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, (“MD&A”) and (y) with respect to the annual information financial statements only, a report on the annual financial statements by the Company’s certified Holdings’ independent accountants. In additionregistered public accounting firm; provided, whether or not required by the Commissionhowever, the Company shall file a copy of all of the information and reports referred to above with the Commission for public availability within the time periods specified above (unless the Commission will not accept such a filing) and shall make such information available to securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it shall furnish to the Holders of such Notes 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. So long as: that (i) any parent entity of the Company is a Guarantor (there being in no obligation of any parent entity event shall such reports be required to do so)comply with Rules 3-09, holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 or 3-16 of Regulation S-X promulgated by the Commission SEC from time to time and (or any successor provision), and (iiiii) the rules and regulations of the Commission permit the Company and in no event shall such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents reports be required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing comply with the Commission of Regulation G under the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Act or Item 10(e) of Regulation S-X of K promulgated by the Securities Act. Delivery of such reports, information SEC with respect to any non-GAAP financial measures contained therein; and documents provided further that Holdings will not be required to furnish to the Trustee is for informational purposes only Holders a separate MD&A of Holdings if and to the Trustee’s receipt of such shall not constitute constructive notice extent that the MD&A of any Parent Entity (including Xxxxxxxx) includes a discussion of Holdings (in the form of segment reporting or otherwise), which includes financial information contained therein or determinable from not materially different (in the good faith judgment of Holdings) than the financial information contained therein, including required pursuant to clause (x) above for the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates)relevant period.

Reports and Other Information. Whether (a) So long as any Notes are outstanding and whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes are outstanding, the Company Parent shall either file with the Commission or SEC and furnish to the Trustee and the Holders of Notes, within 45 five days after the end of each of the first three fiscal quarters of each fiscal year, or, time periods specified in the case of annual financial information, within 90 days after the end of each fiscal year, SEC’s rules and regulations: (i) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission SEC on Forms 10-Q K and 10-K, respectively, Q if the Company Parent were required to file such Formsreports; and (ii) all current reports that would be required to be filed with the SEC on Form 8-K under Items 1.01, including 1.02, 1.03, 2.01, 2.03, 2.04, 2.06, 4.01, 4.02 and 5.01 as in effect on the Issue Date, regardless of whether Parent was required by the SEC’s rules and regulations to file such reports; provided, however, that (A) no such current report will be required to include as an exhibit, or to include a summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between Parent (or any of its Subsidiaries) and any director, manager or executive officer, of Parent (or any of its Subsidiaries), (B) no such current report will be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein (other than providing reconciliations of such non-GAAP information to extent included in the Offering Memorandum), (C) no such current report will be required to comply with Regulation S-X (other than providing financial statements in connection with acquisitions and dispositions in accordance with Articles 3-05 and 11) and (D) no such current report will be required to provide any information that is not otherwise similar to information currently included in the Offering Memorandum. The availability of the foregoing materials on the SEC’s EXXXX service (or its successor) shall be deemed to satisfy Parent’s delivery obligation. (b) All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on Parent’s consolidated financial statements by Pxxxxx’s certified independent accountants, and each Form 10-K and 10-Q will include a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” andthat (x) describes the financial condition and results of operations of Parent and its consolidated Subsidiaries, (y) details the items enumerated in clause (ii) of the definition of “Total LTV Ratio” and (z) sets forth the aggregate amount of Available Cash held by all Regulated Subsidiary Guarantors as of the date of the most recent balance sheet of Parent included in any such Form 10-K or 10-Q. (c) If, at any time, Parent has designated any of its Subsidiaries as Unrestricted Subsidiaries, Parent will also provide a presentation, either in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section or a different section of the Form 10-K or 10-Q (or it may furnish such information separately to the Trustee and the Holders of Notes), an analysis and discussion of the material differences with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants. In addition, whether or not required by the Commission, the Company shall file a copy condition and results of operations of Parent and its Restricted Subsidiaries as compared to Parent and all of its other subsidiaries (including such Unrestricted Subsidiaries). (d) If, at any time, Parent is no longer subject to the information periodic reporting requirements of the Exchange Act for any reason, Parent shall nevertheless continue filing the reports specified in clauses (a) and reports referred to above (b) of this Section 4.03 with the Commission for public availability SEC within the time periods specified above (unless the Commission SEC will not accept such a filing. Parent shall not, take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept Parent’s filings for any reason, Parent shall post the reports referred to in clauses (a), (b) and shall make (c) of this Section 4.03 on a website within the time periods that would apply if Parent were required to file those reports with the SEC; provided, however, that, so long as Parent is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, such information available reports (a) will not be required to securities analysts comply with Section 302 or 404 of the Sxxxxxxx-Xxxxx Act of 2002 or related Items 307 and prospective investors upon request. 308 of Regulation S-K promulgated by the Commission or Item 601 of Regulation S-K (with respect to exhibits) and (b) will not be required to comply with Section 13(r) of the Exchange Act (relating to the Iran Threat Reduction and Syrian Human Rights Act) or Rule 13p-1 under the Exchange Act and Form SD (relating to conflict minerals). (e) In addition, Parent, to the Company has agreed thatextent not satisfied by the foregoing, for so long as any Notes remain outstandingoutstanding and constitute “restricted securities” under Rule 144 under the Securities Act, it shall furnish to the Holders of such Notes 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. So long as:. (if) Notwithstanding anything to the contrary in this Indenture, Parent will not be deemed to have failed to comply with any parent entity of the Company is a Guarantor (there being no obligation of any parent entity to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), and its obligations under clause (iii) of Section 6.01 until 120 days after the rules date on which any report is due this Section 4.03. (g) Any and regulations all Defaults or Events of the Commission permit the Company Default arising from a failure to furnish or file in a timely manner a report or other information required by this covenant shall be deemed cured (and such parent entity to report at such parent entity’s level on a consolidated basis, the reports, information and other documents required Parent shall be deemed to be filed and in compliance with this Section 4.03) upon furnishing or filing such report or other information as contemplated by this Section 4.03 (but without regard to the date on which such report or other information is so furnished to or filed); provided that such cure shall not otherwise affect the rights of Holders under Article 6 if payment of the Notes pursuant to has been accelerated in accordance with the terms of this Section 4.02 may, at the option of the Company, be filed by Indenture and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall be deemed satisfied acceleration has not been rescinded or cancelled prior to the commencement of the Registered Exchange Offer pursuant such cure. (h) The Trustee shall have no duty to the Registration Rights Agreement review or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Actanalyze reports delivered to it. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice or knowledge of any information contained therein or determinable from information contained therein, including the Issuers’ Parent’s compliance with any of their its covenants hereunder under this Indenture (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Officers’ Certificates).

Reports and Other Information. (a) Whether or not required by the Commissionrules and regulations of the SEC, so long as any Notes notes are outstanding, the Company shall either file with the Commission or will furnish to the Holders of Notes, Notes or cause the Trustee to furnish to the Holders of Notes within 45 days after the end of each of the first three fiscal quarters of each fiscal year, or, time periods specified in the case of annual financial information, within 90 days after the end of each fiscal year, SEC’s rules and regulations: (i) all quarterly and annual financial information reports that would be required to be contained in a filing filed with the Commission SEC on Forms 10-Q and 10-K, respectively, K if the Company were required to file such Formsreports; and (ii) all current reports that would be required to be filed with the SEC on Form 8-K if the Company were required to file such reports. The availability of the foregoing materials on the SEC’s XXXXX service (or its successor) shall be deemed to satisfy the Company’s delivery obligation. (b) All such reports will be prepared in all material respects in accordance with all of the rules and regulations applicable to such reports. Each annual report on Form 10-K will include a report on the Company’s consolidated financial statements by the Company’s certified independent accountants, including and each Form 10-Q and 10-K will include a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to that describes the annual information only, a report on the annual financial statements by the Company’s certified independent accountants. In addition, whether or not required by the Commission, condition and results of operations of the Company shall and its consolidated Subsidiaries. The Company will file a copy of all each of the information and reports referred to above in clauses (i) and (ii) of Section 4.03(a) with the Commission SEC for public availability within the time periods specified above in the rules and regulations applicable to such reports (unless the Commission SEC will not accept such filing). (c) In the event that any direct or indirect parent of the Company becomes a Guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to financial information relating to the Company by furnishing financial information relating to such parent; provided that such reporting is accompanied by consolidating information that presents in reasonable detail the differences between the information relating to such parent and any of its Subsidiaries other than the Company and its Subsidiaries, on the one hand, and the information related to the Company, the Note Guarantors and the other Subsidiaries of the Company on a standalone basis on the other hand. (d) If, at any time, the Company is no longer subject to the periodic reporting requirements of the Exchange Act for any reason, the Company will nevertheless continue filing the reports specified in paragraphs (a) and (b) of this Section 4.03 with the SEC within the time periods specified above unless the SEC will not accept such a filing. The Company will not take any action for the purpose of causing the SEC not to accept any such filings. If, notwithstanding the foregoing, the SEC will not accept the Company’s filings for any reason, the Company will post the reports referred to in paragraphs (a) and shall make such information available (b) of this Section 4.03 on a website within the time periods that would apply if the Company were required to securities analysts and prospective investors upon request. In additionfile those reports with the SEC. (e) If, at any time, the Company has agreed thatdesignated any of its Subsidiaries as Unrestricted Subsidiaries, for so long as then any Notes remain outstanding“Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or other comparable section, it shall furnish provide an analysis and discussion of the material differences with respect to the Holders financial condition and results of such Notes 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. So long as: (i) any parent entity operations of the Company is a Guarantor (there being no obligation of any parent entity and its Restricted Subsidiaries as compared to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Company (and performs the related incidental activities associated with such ownership), (ii) such parent entity complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the Commission (or any successor provision), and (iii) the rules and regulations of the Commission permit the Company and its Subsidiaries (including such parent entity Unrestricted Subsidiaries). (f) Notwithstanding anything to report at such parent entity’s level on a consolidated basisthe contrary in this Indenture, the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described in this Section 4.02 shall Company will not be deemed satisfied prior to have failed to comply with any of its obligations described under clause (3) of Section 6.01(a) until 30 days after the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and date on which any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. report hereunder is due. (g) Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their its covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Officers’ Certificates).

Reports and Other Information. (a) Whether or not required by Parent is subject to the Commissionreporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, Parent shall have its annual consolidated financial statements audited by a nationally recognized firm of independent auditors and its interim consolidated financial statements reviewed by a nationally recognized firm of independent auditors in accordance with Statement on Auditing Standards No. 100 issued by the Company American Institute of Certified Public Accountants (or any similar replacement standard). In addition, so long as any Notes are outstanding, Parent shall either file with the Commission or furnish to the Holders of Notes, within 45 days after the end of each of Notes the first three fiscal quarters of each fiscal year, or, in the case of following reports: (1) (x) all annual and quarterly financial information, within 90 days after the end of each fiscal year, all quarterly and annual financial information statements that would be required to be contained in a filing with the Commission SEC on Forms 10-Q K and 10-K, respectivelyQ of Parent, if the Company Parent were required to file such Formsforms, including plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, ”; (y) with respect to the annual information and quarterly information, a presentation of EBITDA of Parent substantially consistent with the presentation of "Adjusted EBITDA" in the Offering Circular and derived from such financial information; and (z) with respect to the annual financial statements only, a report on the annual financial statements by Parent’s independent registered public accounting firm; and (2) all information that would be required to be contained in filings with the Company’s certified independent accountants. In additionSEC on Form 8-K under Items 1.01, whether 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 5.02(b) and (c) (other than with respect to information otherwise required or not contemplated by Item 402 of Regulation S-K) as in effect on the Issue Date if Parent were required by the Commissionto file such reports; provided, the Company however, that (A) no such current report shall file be required to include as an exhibit, or to include a copy of all summary of the terms of, any employment or compensatory arrangement agreement, plan or understanding between Parent (or any of its Subsidiaries) and any director, manager or executive officer, of Parent (or any of its Subsidiaries), (B) Parent shall not be required to make available any information regarding the occurrence of any of the events set forth in subclause (2) if Parent determines in its good faith judgment that the event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial positions or prospects of Parent and its Restricted Subsidiaries taken as a whole, (C) no such current report shall be required to comply with Regulation G under the Exchange Act or Item 10(e) of Regulation S-K with respect to any “non-GAAP” financial information contained therein (other than providing reconciliations of such non-GAAP information to extent included in the Offering Circular), (D) no such current report shall be required to comply with Regulation S‑X and (E) no such current report shall be required to provide any information that is not otherwise similar to information currently included in the Offering Circular. All such annual reports referred shall be furnished within 90 days after the end of the fiscal year to above with which they relate, and all such quarterly reports shall be furnished within 60 days after the Commission end of the fiscal quarter to which they relate; provided that the annual report for public availability the first fiscal year ending after the Issue Date shall be furnished within 120 days after the end of the fiscal year to which it relates; and provided further that the quarterly report for the first four fiscal quarters ending after the Issue Date shall be furnished within 75 days after the end of the fiscal quarter to which they relate. All such current reports shall be furnished within the time periods specified in the SEC’s rules and regulations for reporting companies under the Exchange Act. Parent shall be deemed to have furnished the reports referred to clauses (1) and (2) above if the Issuer, Parent or any parent entity of Parent has filed reports containing such information with the SEC or otherwise furnished such information to Holders, provided that if such reports or information are filed or furnished, as applicable, by a parent entity of Parent, the same is accompanied by selected financial metrics or other disclosure that illustrates in reasonable detail the material differences (unless as determined in Parent’s sole discretion) between the Commission information relating to such parent, on the one hand, and the information relating to Parent and its Restricted Subsidiaries on a stand-alone basis, on the other hand, provided, however, that the Trustee shall have no responsibility whatsoever to determine if such filing has occurred. If Parent, the Issuer or any parent entity of Parent does not file reports containing such information with the SEC, then Parent will not accept make available such information and such reports to the Trustee under this Indenture, to any Holder of the Notes and to any beneficial owner of the Notes, in each case by posting such information on Intralinks or any comparable password-protected online data system which shall require a filing) confidentiality acknowledgment, and shall make such information readily available to any prospective investor, any securities analyst or any market maker in the Notes who (i) agrees to treat such information as confidential or (ii) accesses such information on Intralinks or any comparable password protected online data system which shall require a confidentiality acknowledgment; provided that Parent shall post such information thereon and make readily available any password or other login information to any such prospective investor, securities analyst or market maker. The Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports have been filed with the SEC or on Intralinks or any comparable password-protected online data system. (b) Parent shall furnish to Holders of the Notes, securities analysts and prospective investors upon request. In addition, the Company has agreed that, for so long as any Notes remain outstanding, it shall furnish to the Holders of such Notes and to securities analysts and prospective investors, upon their request, request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. So , so long as:as the Notes are not freely transferable under the Securities Act. (ic) If Parent has designated any parent entity of its Subsidiaries as an Unrestricted Subsidiary and if any such Unrestricted Subsidiary or group of Unrestricted Subsidiaries, if taken together as one Subsidiary, would constitute a Significant Subsidiary of Parent, then the Company is annual and quarterly information required by 4.03(a)(1) shall include a Guarantor presentation of selected financial metrics (there being no obligation in Parent’s sole discretion) of any parent entity to do so), holds no material assets other than cash, Cash Equivalents such Unrestricted Subsidiaries as a group in the “Management’s Discussion and the Capital Stock Analysis of the Company (Financial Condition and performs the related incidental activities associated with such ownership),Results of Operations.” (iid) such parent entity complies Notwithstanding anything herein to the contrary, Parent will not be deemed to have failed to comply with the requirements any of Rule 3-10 its obligations hereunder for purposes of Regulation S-X promulgated by the Commission (or any successor provision), and clause (iii) of Section 6.01(a) hereof until 120 days after the rules and regulations receipt of the Commission permit written notice delivered thereunder. To the Company and such parent entity to report at such parent entity’s level on a consolidated basis, extent any information is not provided within the reports, information and other documents required to be filed and furnished to Holders of the Notes pursuant to this Section 4.02 may, at the option of the Company, be filed by and be those of such parent entity rather than the Company. Notwithstanding the foregoing, the requirements described time periods specified in this Section 4.02 4.03 and such information is subsequently provided, Parent will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed satisfied prior to the commencement of the Registered Exchange Offer pursuant to the Registration Rights Agreement or the effectiveness of the Shelf Registration Statement contemplated thereby by the filing with the Commission of the Exchange Offer Registration Statement and/or Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including the Issuers’ compliance with any of their covenants hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on Officer’s Certificates)have been cured.