Common use of Reports and Other Information Clause in Contracts

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings will deliver to the Trustee a copy of all of the information and reports referred to below: (1) within 120 days after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; (2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the information that would be required to be filed in a current report on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holding’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference calls.

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings will deliver the Issuer shall furnish to the Trustee a copy of all and the Holders of the information and reports referred to Notes (without exhibits) within 15 days after each of the periods set forth below: (1) within 120 90 days after the end of each fiscal year, annual reports containing substantially all of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report Annual Report on Form 10-K (of the Issuer, or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; (2) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports containing substantially all of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report Quarterly Report on Form 10-Q (of the Issuer, or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly from time to time after the occurrence of any of the following eventsan event required to be therein reported, current such other reports of Holdings containing substantially all of the information that would be required to be filed contained in a current report Current Report on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1K, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to or any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Actsuccessor or comparable form; provided, however, (i) that no such current reports report or information will be required to be delivered so furnished if Holdings the Issuer determines in its good faith judgment that such event is not material to the Holders of the Notes or the business, assets, operations, operations or financial position or prospects condition of Holdings the Issuer and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreementswhole; in each case, financial statements or other items in a manner that would be required to be filed as exhibits to a current report on Form 8-K. To complies in all material respects with the extent any such information is not so filed or furnished, as applicable, within the time periods requirements specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been curedform; provided that such cure the Issuer shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing make available such information to the Trustee, Holdings shall make available to Holders of the Notes, prospective purchasers of Notes and securities analysts and market-making institutions by posting such information on a password protected online data system requiring user identification or the website of the Issuer or any of its direct or indirect parent companies (which may be password protected so long as the password is made available by the Issuer to the Trustee, the Holders of the Notes and such prospective purchasers, securities analysts and market-making institutions promptly upon request); provided, further, that such reports required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, above (a) Holdings will shall not be required to deliver any informationcomply with Section 302, certificates or reports that would otherwise be required by (i) Section 302 404 or Section 404 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, or related Items 307 or and 308 of Regulation S-K promulgated by the SEC, or (ii) Item 10(e) of Regulation S-K promulgated by the SEC (with respect to any non-generally accepted accounting principles GAAP financial measures contained therein), (b) such reports will shall not be required to contain financial information comply with Items 402, 403, 406 and 407 of Regulation S-K promulgated by the SEC, (c) shall not be required by Rule 3-09, to comply with Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required promulgated by Form 10-K or Form 10-Q the SEC, (or any successor formsd) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation comply with Section 13(r) of the Exchange Act (relating to the Iran Threat Reduction and Syrian Human Rights Act), (e) shall not be required to comply with Rule 13p-1 under the Exchange Act and Form SD (relating to conflict minerals), (f) shall not be required to include any segment or beneficial ownership information. business unit level financial information except to the extent included in the Offering Memorandum and (dg) Holdings has agreed shall not be required to include any exhibits that would have been required to be filed pursuant to Item 601 of Regulation S-K promulgated by the SEC. In addition, to the extent not satisfied by the foregoing, the Issuer will agree that, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Actare outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03foregoing, Holdings the Issuer will be deemed to have delivered furnished such reports and information referred to above to the Holders Trustee and the Trustee for all purposes of this Indenture Holders if Holdings it (or its direct or indirect parent company, as provided below) has filed (or, in the case of an Item 2.02 or Item 7.01 Form 8-K, furnished) such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In additionWith respect to all of the foregoing, the requirements of Trustee shall have no obligation to determine whether such information, documents or reports have been so posted or filed. (b) This Indenture will permit the Issuer to satisfy its obligations under this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holding’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to financial information relating to the Issuer by furnishing financial information relating to any reports direct or other documents filed with indirect parent company of the SEC or posted on Holdings’ website pursuant to this IndentureIssuer; provided that, or participate in any conference calls.if and so long as such parent company

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings will deliver Notwithstanding that the Company may not be subject to the Trustee a copy reporting requirements of all Section 13 or 15(d) of the information Exchange Act or otherwise report on an annual and reports referred quarterly basis on forms provided for such annual and quarterly reporting pursuant to below:the rules and regulations promulgated by the SEC, the Company will file with the SEC within the time periods specified in the SEC’s rules and regulations that are then applicable to the Company (or if the Company is not then subject to the reporting requirements of the Exchange Act, then the time periods for filing applicable to a filer that is not an “accelerated filer” or a “large accelerated filer” as defined in such rules and regulations): (1) within 120 days after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the all financial information that would have been be required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been , filed with the SEC, including a reporting company under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section and a report on the Exchange Act, except to the extent permitted to be excluded annual financial statements by the SECCompany’s independent registered public accounting firm; (2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the all financial information that would have been be required to be contained in a quarterly report on Form 10-Q (Q, or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section; and (3) promptly after the occurrence of any of the following events, all current reports of Holdings containing substantially all of the information that would be required to be filed in a current report with the SEC on Form 8-K under K, or any successor or comparable form, if the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be Company were required to be delivered if Holdings determines file such reports, in its good faith judgment each case in a manner that such event is not complies in all material to Holders or respects with the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods requirements specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cureform. (b) In addition Notwithstanding Section 11.06(a), the Company will not be obligated to providing file such reports with the SEC if the SEC does not permit such filing, so long as the Company provides such information to the Trustee, Holdings shall make Holders and makes available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or websiteprospective purchasers of the Notes, in each case at the Company’s expense and by the applicable date the Company would be required to file such information pursuant to Section 11.06(a). (c) Notwithstanding The requirements set forth in Sections 11.06(a) and 11.06(b) may be satisfied by posting copies of such information on a website (which may be nonpublic and may be maintained by the foregoing, (aCompany or a third party) Holdings to which access will not be required given to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 Holders and prospective purchasers of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership informationNotes. (d) Holdings If the Company has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holding’s compliance with designated any of its covenants thereunder (Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the annual and quarterly financial information required by this Section 11.06 shall include a reasonably detailed presentation, as determined in good faith by Senior Management of the Company, either on the face of the financial statements or in the footnotes to which the Trustee is entitled to rely exclusively on an Officerfinancial statements and in the “Management’s Certificate). The Trustee shall not be obligated to monitor or confirmDiscussion and Analysis of Financial Condition and Results of Operations” section, on a continuing basis or otherwise, Holdings’ compliance with of the covenants under this Indenture or with respect to any reports or other documents filed with financial condition and results of operations of the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference callsCompany and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries.

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings the Lux Co-Issuer will deliver provide to the Trustee and, upon request, to the Holders a copy of all of the information and reports referred to below: (1i) within 120 90 days after the end of each fiscal yearyear (or such longer period as may be permitted by the SEC if the Lux Co-Issuer were then subject to SEC reporting requirements as a non-accelerated filer, including under Rule 12b-25 under the Exchange Act), annual reports of Holdings audited financial statements for such fiscal year containing including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to the periods presented and a report on the annual financial statements by the Lux Co-Issuer’s independent registered public accounting firm or the foreign analog thereof (the “Auditor”) (all of the foregoing financial information that would have been required to be contained prepared on a basis substantially consistent with the corresponding financial information included in an annual report on Form 10-K (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SECOffering Memorandum); (2ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear (or such longer period as may be permitted by the SEC if the Lux Co-Issuer were then subject to SEC reporting requirements as a non-accelerated filer, quarterly including under Rule 12b-25 under the Exchange Act), unaudited financial statements for the interim period as of, and for the period ending on, the end of such interim period including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (all of the foregoing financial information to be prepared on a basis substantially consistent with the corresponding financial information included in the Offering Memorandum); and (iii) within the time period specified for filing current reports of Holdings for such fiscal quarter containing on Form 8-K by the information SEC, current reports that would have been be required to be contained in a quarterly report filed with the SEC on Form 108-Q K if the Lux Co-Issuer were required to file such reports for any of the following events: (a) significant acquisitions or dispositions, (b) the bankruptcy of the Lux Co-Issuer or a Significant Subsidiary, (c) the acceleration of any Indebtedness of the Lux Co-Issuer or any Restricted Subsidiary having a principal amount in excess of $75 million, (d) a change in the Issuers’ Auditor, (e) the appointment or departure of the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Chief Operating Officer or President (or any successor or comparable formpersons fulfilling similar duties) of Bermuda Holdco, (f) resignation of a director of Bermuda Holdco on disagreeable terms, (g) change in fiscal year, (h) non-reliance on previously issued financial statements, (i) change of control transactions, (j) entry into material agreements 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 Lux Co-Issuer (as determined by the Lux Co-Issuer in good faith) if Holdings had been the Lux Co-Issuer were a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC); and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the information that would be required to be filed in a current report on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) provided that no such current reports report will be required to be delivered furnished if Holdings the Lux Co-Issuer determines in its good faith judgment that such event is not material to Holders or to the business, assets, operations, financial position or prospects of Holdings the Lux Co-Issuer and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required whole, or if the Lux Co-Issuer determines in its good faith judgment that such disclosure would otherwise cause material competitive harm to make available copies of any agreementsthe business, assets, operations, financial statements position or other items prospects of the Lux Co-Issuer and its Restricted Subsidiaries, taken as a whole; provided, further, that such non-disclosure shall be limited only to those specific provisions that would be required to be filed as exhibits to a current report on Form 8-K. To cause material competitive harm and not the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights occurrence of the Holders under Article VI hereof if Holders of at least 25% event itself; provided, further, however, that in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the TrusteeTrustee and upon request, Holdings shall to Holders, the Lux Co-Issuer will, to the extent the requirements set forth in Section 3.2(h) are satisfied, make available to Holders the Holders, bona fide prospective investors in the Notes, bona fide market makers in the Notes affiliated with any Initial Purchaser and bona fide securities analysts (to the extent providing analysis of investment in the Notes) such information by (i) posting to the website of the Lux Co-Issuer, the U.S. Co-Issuer or any direct or indirect parent of the Lux Co-Issuer or on a non-public, password-protected website maintained by the Lux Co-Issuer, the U.S. Co-Issuer or any direct or indirect parent of the Lux Co-Issuer or a third party, in each case, within 15 days after the time the Lux Co-Issuer would be required to be provided provide such information pursuant to clauses clause (1i), (2ii) and or (3iii) above, as applicable, or (ii) otherwise providing substantially comparable availability of such reports (as determined by the preceding paragraphLux Co-Issuer in good faith) (it being understood that, by posting without limitation, making such reports available on Bloomberg or another comparable private electronic information to its website or on IntraLinks or any service shall constitute substantially comparable password protected online data system or websiteavailability). (cb) Notwithstanding the foregoingforegoing and for the avoidance of doubt, (ai) Holdings the Lux Co-Issuer will not be required to deliver furnish any information, certificates or reports that would otherwise be required by (iA) Section 302 302, Section 404 or Section 404 906 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (iiB) Regulation G or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (bii) such the information and reports referred to in Section 3.2(a) will not be required to contain the separate financial statements or other information required contemplated by Rule 3-05, Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q X, (or any successor formsiii) or related rules under Regulation S-K the information and (creports referred to in Section 3.2(a) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information, (iv) the information and reports referred to in Section 3.2(a) shall not be required to include any exhibits required by Item 15 of Form 10-K, Item 6 of Form 10-Q or Item 9.01 of Form 8-K, (v) trade secrets and other proprietary information may be excluded from any disclosures and (vi) no required report will be required to contain any “segment reporting”. If at any time the Lux Co-Issuer or any direct or indirect parent of the Lux Co-Issuer has made a good faith determination to file a registration statement with the SEC with respect to an Equity Offering of such entity’s Capital Stock, the Lux Co-Issuer will still be required to provide reports pursuant to this Section 3.2 but the content of such reports will not be required to disclose any information that, in the good faith view of the Lux Co-Issuer, would violate the securities laws or the SEC’s “gun jumping” rules or otherwise have an adverse effect on such Equity Offering. (c) For so long as the Lux Co-Issuer has designated certain of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 3.2 will include a reasonably detailed presentation (which need not be audited or reviewed by the Auditors, either on the face of the financial statements or in the footnotes thereto, or in the “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 Lux Co-Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Lux Co-Issuer. (d) Holdings has agreed In addition, to the extent not satisfied by the foregoing, the Lux Co-Issuer shall agree that, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3Lux Co-2(b) of the Exchange Act, it will Issuer shall furnish to the Holders and to prospective investorsHolders, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActAct (or any successor provision). (e) Holdings shall also hold quarterly conference calls for Notwithstanding the Holders foregoing, the financial statements, information, auditors’ reports and other documents required to discuss financial information for be provided as described above, may be, rather than those of the previous quarter Lux Co-Issuer, those of (it being understood that such quarterly conference call may be i) any predecessor or successor of the same conference call as Lux Co-Issuer or any entity meeting the requirements of clauses (ii) or (iii) of Section 3.2(e), (ii) any Wholly Owned Subsidiary of the Lux Co-Issuer that, together with its consolidated Subsidiaries, constitutes substantially all of the Holdings’ equity investors assets and analysts). The conference call shall be following liabilities of the last day Lux Co-Issuer and its consolidated Subsidiaries (“Qualified Reporting Subsidiary”) or (iii) any direct or indirect parent of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes Lux Co-Issuer; provided that, if the financial information so furnished relates to such Qualified Reporting Subsidiary of the Lux Co-Issuer or such direct or indirect parent of the Lux Co-Issuer, the same is accompanied by consolidating information, which may be posted to the website of the Lux Co-Issuer, the U.S. Co-Issuer or any direct or indirect parent of the Lux Co-Issuer or on a non-public, password-protected website maintained by the Lux Co-Issuer, the U.S. Co-Issuer or any direct or indirect parent of the Lux Co-Issuer or a third party, that explains in reasonable detail the differences between the information relating to such Qualified Reporting Subsidiary or such parent entity (as set forth the case may be), on the one hand, and the information relating to the Lux Co-Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited or reviewed by the Auditors. We expect to rely upon the second preceding sentence to provide financial statements, information and other documents with respect to a direct or indirect parent of the Lux Co-Issuer for any fiscal period ending after the Issue Date. (f) The Lux Co-Issuer will be deemed to have satisfied the information and reporting requirements of Section 4.03(a3.2(a) if (i) the Lux Co-Issuer or any Qualified Reporting Subsidiary of the Lux Co-Issuer or any direct or indirect parent of the Lux Co-Issuer has filed reports or registration statements containing such information (including the information required pursuant to the first sentence of Section 3.2(e). Holdings shall issue , which, for the avoidance of doubt, need not be filed with the SEC via XXXXX to the extent it is otherwise provided to Holders pursuant to this covenant) with the SEC via the XXXXX (or successor) filing system within the applicable time periods after giving effect to any extensions permitted by the SEC and that are publicly available or (ii) with respect to Holders only, the Lux Co-Issuer or such Qualified Reporting Subsidiary or such parent entity has made such reports available electronically (including by posting to a non-public, password-protected website as provided above) pursuant to this covenant. (g) So long as Notes are outstanding, the Lux Co-Issuer will also: (i) promptly after providing the annual and quarterly reports required by Sections 3.2(a)(i) and (ii), hold a conference call to discuss such reports and the results of operations for the relevant reporting period; and (ii) announce by press release announcing or post to the website of the Lux Co-Issuer, the U.S. Co-Issuer or any direct or indirect parent of the Lux Co-Issuer or on a non-public, password-protected website maintained by the Lux Co-Issuer, the U.S. Co-Issuer or any direct or indirect parent of the Lux Co-Issuer or a third party, which may require a confidentiality acknowledgment (but not restrict the recipients of such information from trading securities of the Issuers or their respective affiliates), prior to the date of the conference call required to be held in accordance with Section 3.2(g)(i), the time and date of such conference call (which date may be and either all information necessary to access the same date on which call or informing the press release is issued) and providing instructions for Holders, bona fide prospective investors in the Notes, bona fide market makers in the Notes affiliated with any Initial Purchaser and bona fide securities analysts and prospective investors (to the extent providing analysis of an investment in the Notes) how they can obtain access to such callinformation, including, without limitation, the applicable password or other login information; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings Lux Co-Issuer will be deemed to have delivered satisfied the requirements of Section 3.2(a) if any direct or indirect parent of the Lux Co-Issuer holds a conference call to discuss such reports and the results of operations for the relevant reporting period. (h) Any person who requests or accesses such financial information referred or seeks to above to the Holders and the Trustee for all purposes of participate in any conference calls required by this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would covenant may be required to be provide its email address, employer name and other information reasonably requested by the Issuers and represent to the Issuers (to the Issuers’ reasonable good faith satisfaction) that: (i) it is a Holder, a beneficial owner of the Notes, a bona fide prospective investor in the Notes, a bona fide market maker in the Notes affiliated with any Initial Purchaser or a bona fide securities analyst providing an analysis of investment in the Notes; (ii) it will not use the information in violation of applicable securities laws or regulations; (iii) it will keep such provided on Holdings’ website. information confidential and will not communicate the information to any Person; and (iv) it (a) will not use such information in any manner intended to compete with the business of the Lux Co-Issuer and its Subsidiaries and (b) is not a Person (which includes such Person’s Affiliates) that (i) is principally engaged in a Similar Business or (ii) derives a significant portion of its revenues from operating or owning a Similar Business. (i) Delivery of such reports, information and documents (including without limitation reports contemplated under this Section 3.2) to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including Holding’s the Issuers’ compliance with any of its their covenants thereunder hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateCertificates). The . (j) Notwithstanding anything herein to the contrary, any failure to comply with this Section 3.2 shall be automatically cured if the Lux Co-Issuer or any direct or indirect parent of the Lux Co-Issuer, as the case may be, provides all required reports to the Holders with a copy to the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any files all required reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference callsvia the XXXXX filing system.

Reports and Other Information. (a) So long as any Notes The Company will file with the Commission within the time periods specified in the Commission’s rules and regulations that are outstanding, Holdings will deliver then applicable to the Trustee a copy Company (or if the Company is not then subject to the reporting requirements of all Section 13 or Section 15(d) of the information Exchange Act, then the time periods for filing applicable to a filer that is not an “accelerated filer” as defined in such rules and reports referred to below:regulations): (1) within 120 days after the end of each fiscal year, all quarterly and annual reports of Holdings for such fiscal year containing the financial information that would have been be required to be contained in an annual report a filing with the Commission on Form Forms 10-Q (or any successor or comparable form) and 10-K (or any successor or comparable form) if Holdings had been the Company were required to file such Forms, including a reporting company under the Exchange Act“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, except with respect to the extent permitted to be excluded annual information only, a report on the annual financial statements by the SEC;Company’s certified independent accountants; and (2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly all current reports of Holdings for such fiscal quarter containing the information that would have been be required to be contained in a quarterly report filed with the Commission on Form 108-Q K (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the information that would be Company were required to be filed file such reports, in each case, in a current report on Form 8-K under manner that complies in all material respects with the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods requirements specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cureform. (b) In addition Notwithstanding Section 4.06(a), the Company will not be obligated to providing file such reports with the Commission if the Commission does not permit such filing, so long as the Company provides such information to the Trustee, Holdings shall make Trustee and the Holders and makes available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding prospective purchasers of the foregoingNotes, (a) Holdings will not in each case at the Company’s expense and by the applicable date the Company would be required to deliver any informationfile such information pursuant to Section 4.06(a). In addition, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of to the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated extent not satisfied by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed thatforegoing, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it Company will furnish to the Holders and to prospective investorspurchasers of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (ec) Holdings shall also hold The requirements set forth in Section 4.06(a) and 4.06(b) may be satisfied by delivering such information to the Trustee and posting copies of such information on a website (which may be non-public and may be maintained by the Company or a third party) to which access will be given to Holders and prospective purchasers of the Notes. (d) At any time that the Company is not subject to the reporting requirements of Section 13 or Section 15(d) of the Exchange Act, no later than five Business Days after the date of the annual and quarterly conference calls for the Holders to discuss financial information for the previous quarter prior fiscal period have been filed or furnished pursuant to clause (it being understood that such 1) of Section 4.06(a), the Company shall also hold live quarterly conference call may be calls with the same opportunity to ask questions of management. No fewer than ten Business Days prior to the date such conference call as with is to be held, the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings Company shall issue a press release to the appropriate United States wire services announcing such quarterly conference call for the benefit of the Holders, beneficial owners of the Notes, prospective purchasers of the Notes, securities analysts and market making financial institutions, which press release shall contain the time and the date of such conference call and direct the recipients thereof to contact an individual at the Company (which date may for whom contact information shall be the same date on which the press release is issuedprovided in such notice) and providing instructions for Holders, securities analysts and prospective investors to obtain information on how to access to such quarterly conference call; provided. (e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, however, that and such press release can be distributed solely to certified users Unrestricted Subsidiaries hold more than 10.0% of the website described Total Assets of the Company on a consolidated basis, then the quarterly and annual financial information required by Section 4.06(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in Section 4.03(c)the footnotes thereto, and in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, 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. (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holdingthe Company’s compliance with any of its covenants thereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference calls.

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings will deliver Notwithstanding that the Issuer may not be subject to the Trustee a copy reporting requirements of all Section 13 or 15(d) of the information Exchange Act or otherwise report on an annual and reports referred quarterly basis on forms provided for such annual and quarterly reporting pursuant to below:rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (unless the SEC will not accept such a filing), and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files (or attempts to file) them with the SEC, (1i) within 120 days after the end of each fiscal yeartime periods specified by the Exchange Act, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (or any successor or comparable form) if Holdings had been a reporting company under containing the information required to be contained therein (or required in such successor or comparable form); (ii) within the time periods specified by the Exchange Act, except to the extent permitted to be excluded by the SEC; (2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC); and (3iii) promptly after the occurrence of any of the following events, all current reports of Holdings containing substantially all of the information that would be required to be filed in a current report on Form 8-K under with the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report SEC on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed Issuer shall make such information available to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ websiteprospective investors upon request. 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 Holdingthe Issuer’s compliance with any of its covenants thereunder hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7 hereof) on an Officer’s CertificateOfficers’ Certificates). (b) For so long as the Notes remain outstanding during any period when the Issuer is not subject to Section 13 or 15(d) of the Exchange Act, the Issuer shall furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (c) Notwithstanding the foregoing, the Issuer shall be deemed to have furnished such reports referred to above to the Trustee and the Holders if it has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. The Trustee In addition, such requirements shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of the Registration Rights Agreement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a). (d) If at any time any Parent of the Issuer becomes a Guarantor (there being no obligation of any Parent to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer or of any direct or indirect parent corporation of the Issuer (and performs the related incidental activities associated with such ownership) and complies with the requirements of Rule 3-10 of Regulation S-X promulgated by the SEC (or any successor provision), the reports, information and other documents required to be filed and furnished to Holders pursuant to this Section 4.02 may, at the option of the Issuer, be filed by and be those of such Parent rather than the Issuer. (e) Notwithstanding the foregoing, the Issuer shall not be obligated required to monitor furnish any information, certifications or confirmreports required by Items 307 and 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference callsas applicable.

Reports and Other Information. (a) So long as any Notes are outstandingNotwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 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 SEC, Holdings the Company will deliver file with the SEC (and make available to the Trustee a copy of all and Holders of the information Notes (without exhibits), without cost to any Holder, within 15 days after it files them with the SEC) from and reports referred to below:after the Issue Date, (1i) within 120 90 days after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; (2ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the quarterly information that would be required to be filed contained in a current report Form 10-Q, or any successor or comparable form; and (iii) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K under K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the Exchange Act on requirements specified in such form; provided that the Issue Date pursuant Company shall not be so obligated to Sections 1file such reports with the SEC if the SEC does not permit such filing. In addition, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of not satisfied by the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it Company will furnish to the Holders and to securities analysts, broker-dealers and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (eb) Holdings Notwithstanding the foregoing, the Company shall also hold quarterly conference calls not be required to comply with Item 3-10 of Regulation S-X of the Securities Act. (c) Notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of Section 6.01(c) hereof until 90 days after the Holders date any report is due under this Section 4.03. (d) Any and all Defaults or Events of Default arising from a failure to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call furnish in a timely manner any report required by this Section 4.03 shall be following deemed cured (and the last day of each fiscal quarter of Holdings and not later than 20 Business Days from Company shall be deemed to be in compliance with this Section 4.03) upon filing or posting such report as contemplated by this Section 4.03 (but without regard to the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which such report is so filed or posted); provided that such cure shall not otherwise affect the press release is issued) rights of the Holders described under Article 6 hereof if the principal of, premium, if any, on, and providing instructions for Holdersinterest on, securities analysts the Notes have been accelerated in accordance with the terms of this Indenture and prospective investors to obtain access such acceleration has not been rescinded or cancelled prior to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c)cure. (fe) Notwithstanding the other clauses in this Section 4.03, Holdings The Company will be deemed to have delivered such reports furnished the reports, documents and information referred to above to the Holders Trustee and the Trustee for all purposes Holders of Notes, and to the extent herein provided, to prospective investors, as required by this Indenture Section 4.03 if Holdings it has filed such reports with the SEC via using the XXXXX filing Electronic Data Gathering Analysis and Retrieval system (“XXXXX”) (or any successor system) or if such system is not available to the Company, if the Company has filed such reports, documents and information on the Company website, and in each such case, such reports are publicly available. In additionavailable thereon; provided, however, that the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed Trustee shall have no obligation whatsoever to have delivered determine whether such reports reports, documents and information referred are available on XXXXX (or any successor system) or any such website, to above examine such reports, documents or information to ensure compliance with the Trustee for all purposes provisions of this Indenture by or to ascertain the posting correctness or otherwise of reports and the information that would be required to be provided on Holdings’ websiteor the statements contained therein. Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including Holdingthe Issuers’ or any other person’s compliance with any of its the covenants thereunder hereunder or the Notes (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateCertificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference calls.

Reports and Other Information. (a) So long as any Notes are outstandingNotwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 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 SEC, Holdings will deliver the Issuer shall file with the SEC (and make available to the Trustee a copy of all and Holders of the information Notes (without exhibits), without cost to any Holder, within 15 days after the Issuer files (or is otherwise required to file) them with the SEC) from and reports referred to below:after the Issue Date, (1) within 120 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; (2) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, reports on Form 10-Q containing all quarterly reports of Holdings for such fiscal quarter containing the information that would have been be required to be contained in a quarterly report on Form 10-Q (10‑Q, or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly from time to time after the occurrence of any of the following events, current reports of Holdings containing substantially all of the information that would be an event required to be filed therein reported, such other reports on Form 8‑K, or any successor or comparable form, in each case, in a current report on Form 8-K under manner that complies in all material respects with the Exchange Act on requirements specified in such form; provided that the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings Issuer shall not be required so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer shall make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnishedto prospective purchasers of Notes, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Trustee and the Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraphNotes, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding in each case within 15 days after the foregoing, (a) Holdings will not time the Issuer would be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by file such information with the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not if it were subject to Section 13 or 15(d) of the Exchange Act. In addition, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of extent not satisfied by the Exchange Actforegoing, it will for so long as the Notes are outstanding, the Issuer shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (eb) Holdings shall also hold quarterly conference calls for Notwithstanding the Holders foregoing, the Issuer may satisfy its obligations under this Section 4.03 with respect to discuss financial information for relating to the previous quarter (it being understood Issuer by furnishing financial information relating to the Parent Guarantor; provided that such quarterly conference call may be the same conference call as with is accompanied by consolidating information that explains in reasonable detail the Holdings’ equity investors and analysts). The conference call shall be following differences between the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access relating to such call; providedparent, howeveron the one hand, that such press release can be distributed solely and the information relating to certified users of the website described in Section 4.03(c)Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. (fc) Notwithstanding the other clauses in this Section 4.03, Holdings The Issuer will be deemed to have delivered such furnished the reports and information referred to above to required under this Section 4.03 if the Holders and the Trustee for all purposes of this Indenture if Holdings Parent Guarantor has filed such reports with the SEC via the XXXXX (or successor) filing system (or any successor system) and such reports are publicly available. In addition. (d) Notwithstanding anything herein to the contrary, the requirements of this Section 4.03 Issuer will be deemed satisfied and Holdings will not be deemed to have delivered such reports and information referred failed to above to the Trustee comply with any of its agreements hereunder for all purposes of this Indenture by clause (3) under Section 6.01 until 120 days after the posting of reports and information that would be date any report hereunder is required to be provided on Holdings’ website. filed with the SEC pursuant to this Section 4.03. (e) Delivery of such reports, information and documents to the Trustee is for informational purposes only 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 Holdingthe Issuer’s compliance with any of its covenants thereunder hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officer’s Officers’ Certificate). The Trustee shall . (f) To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Issuer will be obligated deemed to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or have satisfied its delivery obligations with respect to its delay in delivery at such time and any reports or other documents filed Default with the SEC or posted on Holdings’ website pursuant respect thereto shall be deemed to this Indenture, or participate in any conference callshave been cured.

Reports and Other Information. (a) So long as any Notes are outstandingNotwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 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 SEC, Holdings will the Issuer shall file with the SEC (and deliver to the Trustee a copy of all of and Holders (without exhibits), without costs to any Holder, within 15 days after it files them with the information SEC) from and reports referred to below:after the Issue Date, (1i) within 120 90 days after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; (2ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the quarterly information that would be required to be filed contained in a current report Form 10-Q, or any successor or comparable form; and (iii) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K under K, or any successor or comparable form, in each case, in a manner that complies in all material respects with the Exchange Act on requirements specified in such form; provided that the Issue Date pursuant Issuer shall not be so obligated to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to file such reports with the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, SEC (i) that no if the SEC does not permit such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders filing or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings prior to consummation of the Exchange Offer or effectiveness of the Shelf Registration Statement with respect to the Initial Notes, in which event the Issuer shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnishedto prospective purchasers of Notes, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to (subject, in the Trustee, Holdings shall make available to Holders the information case of required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any financial information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences exceptions consistent with the presentation of financial and other information in this offering memorandum the Offering Memorandum) to the Trustee and shall not the Holders, in each case within 15 days after the applicable time the Issuer would be required to present compensation or beneficial ownership information. (d) Holdings has agreed thatfile such information with the SEC, pursuant to the immediately preceding sentence. To the extent not satisfied by the foregoing, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will Issuer shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (eb) Holdings The Issuer shall also hold quarterly conference calls for the Holders be permitted to discuss satisfy its obligations under this Section 4.03 with respect to financial information for relating to the previous quarter (it being understood Issuer by furnishing financial information relating to any parent entity of the Issuer so long as such parent entity of the Issuer provides a Guarantee of the Notes; provided that such quarterly conference call may be the same conference call as with is accompanied by consolidating information that explains in reasonable detail the Holdings’ equity investors and analysts). The conference call shall be following differences between the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access relating to such call; providedparent entity, howeveron the one hand, that such press release can be distributed solely and the information relating to certified users of the website described in Section 4.03(c)Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. (fc) Notwithstanding the other clauses in this Section 4.03foregoing, Holdings will the Issuer shall be deemed to have delivered furnished such reports and information referred to above to the Holders Trustee and the Trustee for all purposes Holders of this Indenture the Notes if Holdings it has filed such reports report with the SEC via the XXXXX filing system (or any successor systemthereto) and such reports are publicly available. In addition. (d) Notwithstanding the foregoing, the such requirements of this Section 4.03 will shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement for the Initial Notes by (1) the filing with the SEC of the Exchange Offer Registration Statement or the Shelf Registration Statement (or any other similar registration statement), and Holdings will be deemed any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act, subject to have delivered such reports and exceptions consistent with the presentation of financial information referred in the Offering Memorandum, to above the extent filed within the time specified above, or (2) by posting on its website or providing to the Trustee for all purposes of this Indenture by the posting applicable date the Issuer would be required to file such information as specified above, the financial information (including a “Management’s Discussion and Analysis of reports Financial Condition and information Results of Operations” section) that would be required to be provided on Holdings’ website. Delivery of included in such reports, subject to exceptions consistent with the presentation of financial information and documents in the Offering Memorandum, to the Trustee is for informational purposes only and extent posted within the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holding’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference callstimes specified above.

Reports and Other Information. Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 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 Securities and Exchange Commission, the Company shall file with the Commission (a) So long as any Notes are outstanding, Holdings will deliver and make available to the Trustee a copy of all of and Holders (without exhibits), without cost to each Holder, within 15 days after it files with the information and reports referred to below:Commission): (1) within 120 90 days (or the successor time period then in effect under the rules and regulations of the Exchange Act for a non-accelerated filer) after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; (2) within 60 45 days (or the successor time period then in effect under the rules and regulations of the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter on Form 10-Q, containing the information that would have been required to be contained in a quarterly report on Form 10-Q (therein, or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any of successor or comparable form; and (4) any other information, documents and other reports which the following events, current reports of Holdings containing substantially all of the information that Company would be required to be filed in a current report on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent file with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not Commission if it were subject to Section 13 or 15(d) of the Exchange Act; provided that the Company shall not be so obligated to file such reports with the Commission if the Commission does not permit such filing, in which event the Company shall make available such information to prospective purchasers of the Notes, in addition to providing such information to the Trustee and the Holders in each case within 15 days after the time the Company would be required to file such information with the Commission, if it were subject to Section 13 or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b15(d) of the Exchange Act, it will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holdingthe Company’s compliance with any of its covenants thereunder hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates). The Trustee shall not be obligated In the event that any direct or indirect parent company of the Company becomes a Guarantor of the Notes, this Indenture will permit the Company to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants satisfy its obligations under this Indenture or Section 1009 with respect to any reports financial information relating to the Company by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and the Restricted Subsidiaries on a standalone basis, on the other hand. Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the exchange offer or other documents filed the effectiveness of the shelf registration statement described in the Registration Rights Agreement (1) by the filing with the SEC Commission of the exchange offer registration statement or posted on Holdings’ website pursuant shelf registration statement (or any other similar registration statement), and any amendments thereto, with such financial information that satisfies Regulation S-X, subject to this Indentureexceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above, or participate (2) by posting reports that would be required to be filed substantially in the form required by the Commission on the Company’s website (or that of any conference callsof its parent companies) or providing such reports to the Trustee within 15 days after the time the Company would be required to file such information with the Commission if it were subject to Section 13 or 15(d) of the Exchange Act, the financial information that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above.

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings will deliver Notwithstanding that the Company may not be subject to the Trustee a copy reporting requirements of all Section 13 or 15(d) of the information Exchange Act or otherwise report on an annual and reports referred quarterly basis on forms provided for such annual and quarterly reporting pursuant to belowrules and regulations promulgated by the SEC, the Company shall file with the SEC: (1i) within 120 90 days after the end of each fiscal yearyear (or 135 days for the fiscal year ending December 31, 2011), annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; (2ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear (or 90, 75 and 60 days, respectively, for the first three fiscal quarters ending after the Issue Date), reports on Form 10-Q containing all quarterly reports of Holdings for such fiscal quarter containing the information that would be required to be contained in Form 10-Q, or any successor or comparable form; (iii) within five Business Days of the date on which an event would have been required to be contained in reported on a quarterly report on Form 108-Q (K or any successor or comparable form) form if Holdings the Company had been a reporting company under the Exchange Act, a current report relating to such event on Form 8-K or any successor or comparable form; in each case, in a manner that complies in all material respects with the requirements specified in such form (except as described above or below and subject, in the case of required financial information, to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent permitted filed within the times specified above); provided, however, that the Company shall not be so obligated to be excluded file such reports referred to in clauses (i), (ii) and (iii) in this Section 4.03(a) above with the SEC (A) if the SEC does not permit such filing or (B) prior to the consummation of an Exchange Offer or the effectiveness of a Shelf Registration Statement as required by the SEC; and (3) promptly Registration Rights Agreement, in which event the Company shall make available such information to the Trustee, the Holders and prospective purchasers of Notes, in each case within 15 days after the occurrence time the Company would be required to file such information with the SEC (or, for the avoidance of any doubt, such longer period of time specified above) if it were subject to Sections 13 or 15(d) of the following eventsExchange Act; provided, current reports further, that until such time as the consummation of Holdings containing substantially all an Exchange Offer or the effectiveness of a Shelf Registration Statement as required by the Registration Rights Agreement, the Company shall not be required to (a) in the case of (x) clauses (i) and (ii) provide any information beyond the financial information that would be required to be filed contained in a current an annual or quarterly report on Form 810-K under the Exchange Act on the Issue Date pursuant to Sections 1or 10-Q, 2 as applicable, including a “Management’s Discussion and 4, Items 5.01, 5.02(a), (b) Analysis of Financial Condition and Results of Operations” section and (cy) clause (iii) make available any information regarding director and Item 9.01 (only to management compensation or the extent relating to occurrence of any of the foregoingevents set forth in Items 1.04, 2.01, 2.05, 2.06, 3 (other than Item 3.03), 5.01, 5.02(e)—(f), 5.03-5.08, 0, 0, 0 xx 0 xx Xxxx 0-X, (x) make available any information regarding the occurrence of any of the events set forth in Items 1.01 or 1.02 of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings Company determines in its good faith judgment that such 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 position positions or prospects of Holdings the Company and its Restricted Subsidiaries, Subsidiaries taken as a whole and whole, (iic) Holdings shall not be required to make available copies comply with Regulation G under the Exchange Act or Item 10(e) of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations K with respect thereto at to any “non-GAAP” financial information contained therein (other than providing reconciliations of such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such non-GAAP information to extent included in the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1Offering Memorandum), (2d) and comply with Regulation S-X or (3e) of provide any information that is not otherwise similar to information currently included in the preceding paragraphOffering Memorandum. In addition, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding notwithstanding the foregoing, (a) Holdings the Company will not be required to deliver any information(x) comply with Sections 302, certificates or reports that would otherwise be required by (i) Section 302 or Section 906 and 404 of the Xxxxxxxx-Xxxxx Act of 20022002 or (y) otherwise furnish any information, certificates or related reports required by Items 307 or 308 of Regulation S-K prior to the consummation of an Exchange Offer or (ii) Item 10(e) the effectiveness of Regulation S-K promulgated a Shelf Registration Statement. In addition, to the extent not satisfied by the SEC with respect to any non-generally accepted accounting principles financial measures contained thereinforegoing, (b) such reports the Company will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed agree that, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Actare outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (eb) Holdings shall also hold quarterly conference calls for In the Holders event that any direct or indirect parent company of the Company of which the Company is a Wholly-Owned Subsidiary becomes a Guarantor, the Company may satisfy its obligations under this Section 4.03 with respect to discuss financial information for relating to the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the Company by furnishing financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access relating to such callparent; provided, howeverthat, if and so long as such parent company shall have Independent Assets or Operations, the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such press release can be distributed solely parent, on the one hand, and the information relating to certified users of the website described in Section 4.03(c). (f) Notwithstanding Company and its Restricted Subsidiaries on a stand-alone basis, on the other clauses in this Section 4.03hand. “Independent Assets or Operations” means, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holding’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed such parent company, that such parent company’s total assets, revenues, income from continuing operations before income taxes and cash flows from operating activities (excluding in each case amounts related to its investment in the Company and the Restricted Subsidiaries), determined in accordance with GAAP and as shown on the SEC or posted on Holdings’ website pursuant to this Indenturemost recent balance sheet of such parent company, or participate in any conference callsis more than 3.0% of such parent company’s corresponding consolidated amount.

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings will deliver to the Trustee a copy of all of the information and reports referred to below: Company shall furnish: (1) within 120 90 days after of the end of each fiscal yearyear (or such longer period as may be permitted by the SEC if the Company were then subject to SEC reporting requirements as a non-accelerated filer, including under Rule 12b-25 under the Securities Exchange Act of 1934), annual reports of Holdings audited financial statements for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (2) within 60 45 days after of the end of each of the first three fiscal quarters of each every fiscal yearyear (or such longer period as may be permitted by the SEC if the Company were then subject to SEC reporting requirements as a non-accelerated filer, quarterly reports including under Rule 12b-25 under the Securities Exchange Act of Holdings 1934), unaudited financial statements for the interim period as of, and for the period ending on, the end of such fiscal quarter containing quarter; in each case, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosures with respect to the periods presented and, with respect to the annual information that would have been required only, a report on the annual financial statements by the Company’s Independent Registered Public Accounting Firm (all of the foregoing financial information to be contained prepared (i) on a basis substantially consistent with and subject to exceptions substantially consistent with, the corresponding financial information included in the Offering Memorandum or (ii) on a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under basis substantially consistent with the Exchange Act, except then applicable SEC requirements); and information substantially similar to the extent permitted to be excluded by the SEC; and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the information that would be required to be filed included in a current report on Form 8-K under the Exchange Act (as in effect on the Issue Date Date) filed with the SEC by the Company (if the Company were required to prepare and file such form) pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), 5.02 (bother than compensation information) and (c) and Item 9.01 (only to the extent relating to any of the foregoing5.03(b) of such form, within 15 days after the date of filing that would have been required for a current report on Form 8-K if Holdings had been a reporting company under the Exchange ActK; provided, however, (i) that no such current reports will report shall be required to include (1) any exhibits or (2) a summary of the terms of, any employment or compensatory arrangement, agreement, plan or understanding between the Company (or any of its Subsidiaries) and any director, manager or executive officer of the Company (or any of its Subsidiaries); provided, however, that (1) in no event shall such reports be delivered if Holdings 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 (a) Section 3-09 of Regulation S-X to the extent that the Company determines in its good faith judgment that such event is information would not be material to the Holders or the business, assets, operations, financial position positions or prospects of Holdings the Company and its Restricted Subsidiaries, taken as a whole (b) Section 3-10 of Regulation S-X or (c) Section 3-16 of Regulation S-X, (2) 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, (3) in no event shall the Issuer be required to furnish any information consisting of trade secrets and other proprietary information and (ii4) Holdings no information required to be furnished pursuant to this paragraph will be required to include any segment reporting. (b) The Company will (1) distribute such reports and information electronically to the Trustee (such delivery obligation satisfied by the filing of reports with the SEC) and (2) make available such reports and information to any Holder, any bona fide prospective purchaser of the Notes (a “Prospective Purchaser”), any bona fide security analyst or any bona fide market maker by posting such reports and information on Intralinks or any comparable password protected online data system or on a public website; provided that the Company shall not only be required to make readily available copies of any agreements, financial statements password or other items login information to any such Holder, Prospective Purchaser, security analyst or market maker; provided, further that would such Holders, Prospective Purchasers, security analysts and market makers shall agree to (i) treat all such reports (and the information contained therein) and information as confidential, (ii) not use such reports and the information contained therein for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (c) So long as any Notes are outstanding, the Company shall also: (1) as promptly as reasonably practicable after furnishing to the Trustee the annual and quarterly reports required by Section 4.03(a) or such earlier time after the completion of such reporting period, hold a conference call to discuss the results of operations for the relevant reporting period (which may be combined with any conference call for the holders of the Issuer’s or any Parent Entity’s other securities); 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(c), announcing the time and date of such conference call and either including all information necessary to access the call or informing Holders, Prospective Purchasers, securities analysts and market makers how they can obtain such information. (d) In addition, to the extent not satisfied by the foregoing, the Company shall furnish to prospective investors, upon their request, any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Notwithstanding the foregoing, the financial statements, information and other documents required to be provided as described above, may be those of (i) the Company or (ii) any Parent Entity rather than those of the Company; provided that the same is accompanied by consolidating information, which may be unaudited, that explains in reasonable detail the differences between the information relating to such Parent Entity, on the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand. The Trustee shall have no duty to review or analyze reports delivered to it. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the information and the Trustee’s receipt of such shall not constitute actual or constructive notice of any information contained therein or determinable from information contained therein, including the Issuer’s compliance with any of its covenants hereunder (as to which the Trustee is entitled to rely exclusively on Officer’s Certificates). The Company will be deemed to have furnished the reports referred to in Section 4.03(a) if the Company or any Parent Entity has filed as exhibits reports containing such information with the SEC. Notwithstanding anything herein to a current the contrary, the Company will not be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of Section 6.01(a)(3) until 180 days after the date any report on Form 8-K. under this Section 4.03 is due. To the extent any such information is not so filed or furnished, as applicable, provided within the time periods specified in this Section 4.03(a) covenant and such information is subsequently filed or furnished, as applicableprovided, the Issuers shall Issuer will be deemed to have satisfied their its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holding’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference calls.

Reports and Other Information. (a) So long as any Notes are outstandingNotwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 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 SEC, Holdings will deliver the Company shall file with the SEC (and make available to the Trustee a copy of all and Holders of the information Notes (without exhibits), without cost to any Holder, within 15 days after the Company files them with the SEC) from and reports referred to below:after the Issue Date, (1) within 120 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; (2) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the quarterly information that would be required to be filed contained in a current report Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K under K, or any successor or comparable form; and (4) any other information, documents and other reports which the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that Company would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations file with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, or otherwise permitted in a manner that complies in all material respects with the requirements specified in such form; provided that the Company shall not be so obligated to furnish file such reports with the SEC if the SEC does not permit such filing, in which event the Company shall make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within 15 days after the time the Company would be required to file such information with certain information pursuant the SEC, if it were subject to Rule 12g3-2(bSection 13 or 15(d) of the Exchange Act. In addition, it will to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Company shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (eb) Holdings shall also hold quarterly conference calls for In the Holders event that any direct or indirect parent company of the Company becomes a guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to discuss financial information for relating to the previous quarter (it being understood Company by furnishing financial information relating to such parent company; provided that such quarterly conference call may be the same conference call as with is accompanied by consolidating information that explains in reasonable detail the Holdings’ equity investors and analysts). The conference call shall be following differences between the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access relating to such call; providedparent, howeveron the one hand, that such press release can be distributed solely and the information relating to certified users of the website described in Section 4.03(c)Company and its Restricted Subsidiaries on a standalone basis, on the other hand. (fc) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In additionforegoing, the requirements of this Section 4.03 will shall be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above prior to the Trustee for all purposes commencement of this Indenture the Exchange Offer or the effectiveness of the Shelf Registration Statement (but in no event later than the date specified in the applicable Registration Rights Agreement by which the applicable Exchange Offer must be consummated) (1) by the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration Statement (or any other registration statement), and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act or (2) by posting of reports and information that would be required to be provided filed substantially in the form required by the SEC on Holdings’ website. Delivery the Company’s website (or on the website of any of its parent companies) or providing such reports, information and documents reports to the Trustee is for informational purposes only and Trustee, with financial information that satisfied Regulation S-X of the Trustee’s receipt Securities Act, subject to exceptions consistent with the presentation of such financial information in the Offering Memorandum, to the extent filed within the times specified above. (d) Notwithstanding anything herein to the contrary, the Company shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holding’s compliance be deemed to have failed to comply with any of its covenants thereunder (as to which obligations hereunder for purposes of Section 6.01(a)(3) hereof until 90 days after the Trustee date any report hereunder is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference callsdue.

Reports and Other Information. (a) So long as any Notes are outstandingNotwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 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 SEC, Holdings will deliver the Issuer shall file with the SEC (and make available to the Trustee a copy of all and Holders of the information Notes (without exhibits), without cost to any Holder, within 15 days after the Issuer files them with the SEC) from and reports referred to below:after the Issue Date, (1) within 120 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer), plus any extension as would be permitted by Rule 12b-25, after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; (2) within 60 45 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer), plus any extension as would be permitted by Rule 12b-25, after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (Q, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SEC; andcontained in Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any of successor or comparable form; and (4) any other information, documents and other reports which the following events, current reports of Holdings containing substantially all of the information that Issuer would be required to be filed in a current report on Form 8-K under file with the Exchange Act on the Issue Date pursuant SEC if it were subject to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoingSection 15(d) of Form 8-K if Holdings had been a reporting company under the Exchange Act; providedin each case, however, (i) in a manner that no complies in all material respects with the requirements specified in such current reports will be required to be delivered if Holdings determines in its good faith judgment form; provided that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings Issuer shall not be required so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer shall make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnishedto prospective purchasers of Notes, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Trustee and the Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraphNotes, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding in each case within 15 days after the foregoing, (a) Holdings will not time the Issuer would be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) file such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed thatSEC, for so long as any Notes remain outstanding during any period when Holdings is not if it were subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only 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 Holdingthe Issuer’s compliance with any of its covenants thereunder hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateCertificates). The . (b) For purposes of this covenant, the Issuer shall be deemed to have provided a required report to the Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with and the covenants under this Indenture or with respect to any reports or other documents Holders if it has timely filed such report with the SEC via the XXXXX filing system (or posted on Holdings’ website pursuant to this Indenture, or participate in any conference callssuccessor system).

Reports and Other Information. Notwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 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 SEC, the Issuer shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC), (a) So long as any Notes are outstanding, Holdings will deliver to the Trustee a copy of all of the information and reports referred to below: (1) within 120 90 days after the end of each fiscal yearyear (or such longer period as may be permitted by the SEC if the Issuer were then subject to such SEC reporting requirements as a non-accelerated filer), the information included in annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (or any successor or comparable form) if Holdings had been a reporting company under containing the Exchange Act, except to the extent permitted information required to be excluded by the SEC;contained therein (or required in such successor or comparable form), (2b) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear (or such longer period as may be permitted by the SEC if the Issuer were then subject to such SEC reporting requirements as a non-accelerated filer), the information included in quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under containing the Exchange Act, except to the extent permitted information required to be excluded by the SEC; contained therein (or required in such successor or comparable form), and (3c) promptly from time to time after the occurrence of any of the following events, current reports of Holdings containing substantially all of the information that would be an event required to be filed therein reported (and in a any event within the time period specified for filing current report reports on Form 8-K under by the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(aSEC), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of such other reports on Form 8-K if Holdings had been a reporting company under the Exchange Act(or any successor or comparable form); provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings Issuer shall not be required so obligated to make available copies of any agreementsfile such reports with the SEC prior to the date that it files a registration statement with the SEC, financial statements or other items in the event that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any SEC does not permit such filing, in which event the Issuer shall put such information is not so filed or furnishedon its website, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the TrusteeTrustee and the Holders, Holdings shall make available to Holders in each case within 15 days after the information time the Issuer would be required to be provided pursuant file such information with the SEC if it were subject to clauses (1), (2) and (3Section 13 or 15(d) of the preceding paragraphExchange Act; provided, by posting further, that until such information time as the Issuer is subject to its website Section 13 or on IntraLinks or any comparable password protected online data system or website. 15(d) of the Exchange Act: (cx) Notwithstanding the foregoing, (a) Holdings will such reports shall not be required to deliver contain any informationexhibit, certificates or reports that would otherwise be required by comply with (i) Item 10(e) of Regulation S-K promulgated by the SEC or (ii) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or and 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, SEC; and (by) such reports will shall not be required to contain the separate financial information required statements contemplated by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required promulgated by Form 10-K or Form 10-Q the SEC. In addition, annual and quarterly reports provided pursuant to clauses (or any successor formsa) or related rules under Regulation S-K and (cb) above shall include in footnote form, condensed consolidating financial information together with separate columns for: (i) the Issuer; (ii) the Note Guarantors on a combined basis; (iii) any other Subsidiaries of the Issuer on a combined basis; (iv) consolidating adjustments; and (v) the total consolidated amounts. In addition, the Issuer will make such reports shall be subject information available to exceptionsprospective investors upon request. In addition, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings Issuer has agreed that, for so long as any Notes Securities remain outstanding during any period when Holdings it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the Holders of the Securities and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03foregoing, Holdings the Issuer will be deemed to have delivered furnished such reports and information referred to above to the Holders Trustee and the Trustee for all purposes Holders of this Indenture the Securities if Holdings the Issuer has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly availableavailable provided, however, that the Trustee shall have no responsibility whatsoever to determine whether such filings have been made. In addition, the requirements of this Section 4.03 will 4.02 shall be deemed satisfied prior to the commencement of the exchange offer contemplated by the Registration Rights Agreement relating to the Securities or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and Holdings any amendments thereto, if such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in clauses (a), (b) and (c) of this Section 4.02. The Issuer will also hold quarterly conference calls for the Holders of the Securities to discuss financial information for the previous quarter; provided that the Issuer will not be required to hold any such conference call if the Issuer has determined, based on the advice of its counsel, that the holding of such conference call is not in the best interest of the Issuer and presents a material risk to the Issuer with respect to its filings with the SEC or the timing of any potential securities offering. In the event that any direct or indirect parent of the Issuer is or becomes a Note Guarantor, the Indenture will permit the Issuer to satisfy its obligations in this covenant with respect to financial information relating to the Issuer by furnishing financial information relating to such direct or indirect parent. Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have delivered such reports and information referred failed to above to the Trustee comply with any of its obligations hereunder for all purposes of this Indenture by Section 6.01(e) until 120 days after the posting of reports and information that would be required to be provided on Holdings’ websitedate any report hereunder is due. 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 Holdingthe Issuer’s compliance with any of its covenants thereunder hereunder (as to which the Trustee is entitled to rely exclusively (subject to Article 7) on an Officer’s CertificateCertificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference calls.

Reports and Other Information. Section 704 of the Base Indenture shall not apply to the Notes. Instead, Parent shall file with the Commission (and make available to the Trustee and Holders (without exhibits), without cost to each Holder, within 15 days after it files with the Commission): (a) So long as any Notes are outstanding, Holdings will deliver to within 90 days (or the Trustee a copy of all successor time period then in effect under the rules and regulations of the information and reports referred to below: (1Exchange Act) within 120 days after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (K, or any successor or comparable form, containing the information required to be contained therein, or required in such successor or comparable form; (b) if Holdings had been a reporting company within 45 days (or the successor time period then in effect under the rules and regulations of the Exchange Act, except to the extent permitted to be excluded by the SEC; (2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter on Form 10-Q, containing the information that would have been required to be contained in a quarterly report on Form 10-Q (therein, or any successor or comparable form; (c) if Holdings had been a reporting company under promptly from time to time after the Exchange Act, except to the extent permitted occurrence of an event required to be excluded by the SECtherein reported, such other reports on Form 8-K, or any successor or comparable form; and (3d) promptly after the occurrence of any of the following eventsother information, current documents and other reports of Holdings containing substantially all of the information that which Parent would be required to be filed in a current report on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent file with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not Commission if it were subject to Section 13 or 15(d) of the Exchange Act; provided that Parent shall not be so obligated to file such reports with the Commission if the Commission does not permit such filing, in which event Parent shall make available such information to prospective purchasers of the Notes, in addition to providing such information to the Trustee and the Holders in each case within 15 days after the time Parent would be required to file such information with the Commission, if it were subject to Sections 13 or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b15(d) of the Exchange Act, it will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holding’s the Co-Issuers’ compliance with any of its their covenants thereunder hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference calls.

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings will deliver Notwithstanding that the Company may not be subject to the Trustee a copy reporting requirements of all Section 13 or 15(d) of the information Exchange Act or otherwise report on an annual and reports referred quarterly basis on forms provided for such annual and quarterly reporting pursuant to below:rules and regulations promulgated by the SEC, the Company shall file with the SEC (and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files them with the SEC), (1i) within 120 90 days after the end of each fiscal yearyear (or such shorter period as may be required by the SEC, or such longer period as may be permitted by Rule 12b-25 of the Exchange Act), annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (or any successor or comparable form) if Holdings had been a reporting company under containing the Exchange Act, except to the extent permitted information required to be excluded by the SEC;contained therein (or required in such successor or comparable form), (2ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear (or such shorter period as may be required by the SEC, quarterly or such longer period as may be permitted by Rule 12b-25 of the Exchange Act), reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and), (3iii) promptly from time to time after the occurrence of any of the following events, current reports of Holdings containing substantially all of the information that would be an event required to be filed therein reported (and in a any event within the time period specified for filing current report reports on Form 8-K under by the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(aSEC), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of such other reports on Form 8-K if Holdings had been a reporting company under (or any successor or comparable form), and (iv) any other information, documents and other reports which the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that Company would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations file with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not if it were subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can the Company shall not be distributed solely so obligated to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed file such reports with the SEC via if the XXXXX filing system (or any successor system) and SEC does not permit such filing, in which event the Company shall make available such information to prospective purchasers of Notes, including by posting such reports are publicly available. In addition, on the requirements primary website of this Section 4.03 will be deemed satisfied and Holdings will be deemed the Company or its Subsidiaries in addition to have delivered providing such reports and information referred to above to the Trustee for all purposes of this Indenture by and the posting of reports and information that Holders, in each case within 15 days after the time the Company would be required to be provided on Holdings’ website. Delivery of file 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 Holding’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC if it were subject to Section 13 or posted on Holdings’ website pursuant to this Indenture, or participate in any conference calls15(d) of the Exchange Act.

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings the Lux Co-Issuer will deliver provide to the Trustee and, upon request, to the Holders a copy of all of the information and reports referred to below: (1i) within 120 90 days after the end of each fiscal yearyear (or such longer period as may be permitted by the SEC if the Lux Co-Issuer were then subject to SEC reporting requirements as a non-accelerated filer, including under Rule 12b-25 under the Exchange Act), annual reports of Holdings audited financial statements for such fiscal year containing including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to the periods presented and a report on the annual financial statements by the Lux Co-Issuer’s independent registered public accounting firm or the foreign analog thereof (the “Auditor”) (all of the foregoing financial information that would have been required to be contained prepared on a basis substantially consistent with the corresponding financial information included in an annual report on Form 10-K (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SECOffering Memorandum); (2ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear (or such longer period as may be permitted by the SEC if the Lux Co-Issuer were then subject to SEC reporting requirements as a non-accelerated filer, quarterly including under Rule 12b-25 under the Exchange Act), unaudited financial statements for the interim period as of, and for the period ending on, the end of such interim period including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” (all of the foregoing financial information to be prepared on a basis substantially consistent with the corresponding financial information included in the Offering Memorandum); and (iii) within the time period specified for filing current reports of Holdings for such fiscal quarter containing on Form 8-K by the information SEC, current reports that would have been be required to be contained in a quarterly report filed with the SEC on Form 108-Q K if the Lux Co-Issuer were required to file such reports for any of the following events: (a) significant acquisitions or dispositions, (b) the bankruptcy of the Lux Co-Issuer or a Significant Subsidiary, (c) the acceleration of any Indebtedness of the Lux Co-Issuer or any Restricted Subsidiary having a principal amount in excess of $75 million, (d) a change in the Issuers’ Auditor, (e) the appointment or departure of the Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, Chief Operating Officer or President (or any successor or comparable formpersons fulfilling similar duties) of Bermuda Holdco, (f) resignation of a director of Bermuda Holdco on disagreeable terms, (g) change in fiscal year, (h) non-reliance on previously issued financial statements, (i) change of control transactions, (j) entry into material agreements 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 Lux Co-Issuer (as determined by the Lux Co-Issuer in good faith) if Holdings had been the Lux Co-Issuer were a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC); and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the information that would be required to be filed in a current report on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) provided that no such current reports report will be required to be delivered furnished if Holdings the Lux Co-Issuer determines in its good faith judgment that such event is not material to Holders or to the business, assets, operations, financial position or prospects of Holdings the Lux Co-Issuer and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required whole, or if the Lux Co-Issuer determines in its good faith judgment that such disclosure would otherwise cause material competitive harm to make available copies of any agreementsthe business, assets, operations, financial statements position or other items prospects of the Lux Co-Issuer and its Restricted Subsidiaries, taken as a whole; provided, further, that such non-disclosure shall be limited only to those specific provisions that would be required to be filed as exhibits to a current report on Form 8-K. To cause material competitive harm and not the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights occurrence of the Holders under Article VI hereof if Holders of at least 25% event itself; provided, further, however, that in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the TrusteeTrustee and upon re-quest, Holdings shall to Holders, the Lux Co-Issuer will, to the extent the requirements set forth in Section 3.2(h) are satisfied, make available to Holders the Holders, bona fide prospective investors in the Notes, bona fide market makers in the Notes affiliated with any Initial Purchaser and bona fide securities analysts (to the extent providing analysis of investment in the Notes) such information by (i) posting to the website of the Lux Co-Issuer, the U.S. Co-Issuer or any direct or indirect parent of the Lux Co-Issuer or on a non-public, password-protected website maintained by the Lux Co-Issuer, the U.S. Co-Issuer or any direct or indirect parent of the Lux Co-Issuer or a third party, in each case, within 15 days after the time the Lux Co-Issuer would be required to be provided provide such information pursuant to clauses clause (1i), (2ii) and or (3iii) above, as applicable, or (ii) otherwise providing substantially comparable availability of such reports (as determined by the preceding paragraphLux Co-Issuer in good faith) (it being understood that, by posting without limitation, making such reports available on Bloomberg or another comparable private electronic information to its website or on IntraLinks or any service shall constitute substantially comparable password protected online data system or websiteavailability). (cb) Notwithstanding the foregoingforegoing and for the avoidance of doubt, (ai) Holdings the Lux Co-Issuer will not be required to deliver furnish any information, certificates or reports that would otherwise be required by (iA) Section 302 302, Section 404 or Section 404 906 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (iiB) Regulation G or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (bii) such the information and reports referred to in Section 3.2(a) will not be required to contain the separate financial statements or other information required contemplated by Rule 3-05, Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q X, (or any successor formsiii) or related rules under Regulation S-K the information and (creports referred to in Section 3.2(a) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information, (iv) the information and reports referred to in Section 3.2(a) shall not be required to include any exhibits required by Item 15 of Form 10-K, Item 6 of Form 10-Q or Item 9.01 of Form 8-K, (v) trade secrets and other proprietary information may be excluded from any disclosures and (vi) no required report will be required to contain any “segment reporting”. If at any time the Lux Co-Issuer or any direct or indirect parent of the Lux Co-Issuer has made a good faith determination to file a registration statement with the SEC with respect to an Equity Offering of such entity’s Capital Stock, the Lux Co-Issuer will still be required to provide reports pursuant to this Section 3.2 but the content of such reports will not be required to disclose any information that, in the good faith view of the Lux Co-Issuer, would violate the securities laws or the SEC’s “gun jumping” rules or otherwise have an adverse effect on such Equity Offering. (c) For so long as the Lux Co-Issuer has designated certain of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by Section 3.2 will include a reasonably detailed presentation (which need not be audited or reviewed by the Auditors, either on the face of the financial statements or in the footnotes thereto, or in the “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 Lux Co-Issuer and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of the Lux Co-Issuer. (d) Holdings has agreed In addition, to the extent not satisfied by the foregoing, the Lux Co-Issuer shall agree that, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3Lux Co-2(b) of the Exchange Act, it will Issuer shall furnish to the Holders and to prospective investorsHolders, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActAct (or any successor provision). (e) Holdings shall also hold quarterly conference calls for Notwithstanding the Holders foregoing, the financial statements, information, auditors’ reports and other documents required to discuss financial information for be provided as described above, may be, rather than those of the previous quarter Lux Co-Issuer, those of (it being understood that such quarterly conference call may be i) any predecessor or successor of the same conference call as Lux Co-Issuer or any entity meeting the requirements of clauses (ii) or (iii) of Section 3.2(e), (ii) any Wholly Owned Subsidiary of the Lux Co-Issuer that, together with its consolidated Subsidiaries, constitutes substantially all of the Holdings’ equity investors assets and analysts). The conference call shall be following liabilities of the last day Lux Co-Issuer and its consolidated Subsidiaries (“Qualified Reporting Subsidiary”) or (iii) any direct or indirect parent of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes Lux Co-Issuer; provided that, if the financial information so furnished relates to such Qualified Reporting Subsidiary of the Lux Co-Issuer or such direct or indirect parent of the Lux Co-Issuer, the same is accompanied by consolidating information, which may be posted to the website of the Lux Co-Issuer, the U.S. Co-Issuer or any direct or indirect parent of the Lux Co-Issuer or on a non-public, password-protected website maintained by the Lux Co-Issuer, the U.S. Co-Issuer or any direct or indirect parent of the Lux Co-Issuer or a third party, that explains in reasonable detail the differences between the information relating to such Qualified Reporting Subsidiary or such parent entity (as set forth the case may be), on the one hand, and the information relating to the Lux Co-Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. For the avoidance of doubt, the consolidating information referred to in the proviso in the preceding sentence need not be audited or reviewed by the Auditors. We expect to rely upon the second preceding sentence to provide financial statements, information and other documents with respect to a direct or indirect parent of the Lux Co-Issuer for any fiscal period ending after the Issue Date. (f) The Lux Co-Issuer will be deemed to have satisfied the information and reporting requirements of Section 4.03(a3.2(a) if (i) the Lux Co-Issuer or any Qualified Reporting Subsidiary of the Lux Co-Issuer or any direct or indirect parent of the Lux Co-Issuer has filed reports or registration statements containing such information (including the information required pursuant to the first sentence of Section 3.2(e). Holdings shall issue , which, for the avoidance of doubt, need not be filed with the SEC via XXXXX to the extent it is otherwise provided to Holders pursuant to this covenant) with the SEC via the XXXXX (or successor) filing system within the applicable time periods after giving effect to any extensions permitted by the SEC and that are publicly available or (ii) with respect to Holders only, the Lux Co-Issuer or such Qualified Reporting Subsidiary or such parent entity has made such reports available electronically (including by posting to a non-public, password-protected website as provided above) pursuant to this covenant. (g) So long as Notes are outstanding, the Lux Co-Issuer will also: (i) promptly after providing the annual and quarterly reports required by Sections 3.2(a)(i) and (ii), hold a conference call to discuss such reports and the results of operations for the relevant reporting period; and (ii) announce by press release announcing or post to the website of the Lux Co-Issuer, the U.S. Co-Issuer or any direct or indirect parent of the Lux Co-Issuer or on a non-public, password-protected website maintained by the Lux Co-Issuer, the U.S. Co-Issuer or any direct or indirect parent of the Lux Co-Issuer or a third party, which may require a confidentiality acknowledgment (but not restrict the recipients of such information from trading securities of the Issuers or their respective affiliates), prior to the date of the conference call required to be held in accordance with Section 3.2(g)(i), the time and date of such conference call (which date may be and either all information necessary to access the same date on which call or informing the press release is issued) and providing instructions for Holders, bona fide prospective investors in the Notes, bona fide market makers in the Notes affiliated with any Initial Purchaser and bona fide securities analysts and prospective investors (to the extent providing analysis of an investment in the Notes) how they can obtain access to such callinformation, including, without limitation, the applicable password or other login information; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings Lux Co-Issuer will be deemed to have delivered satisfied the requirements of Section 3.2(a) if any direct or indirect parent of the Lux Co-Issuer holds a conference call to discuss such reports and the results of operations for the relevant reporting period. (h) Any person who requests or accesses such financial information referred or seeks to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holding’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference calls.calls required by this covenant may be required to provide its email address, employer name and other information reasonably requested by the Issuers and represent to the Issuers (to the Issuers’ reasonable good faith satisfaction) that: (i) it is a Holder, a beneficial owner of the Notes, a bona fide prospective investor in the Notes, a bona fide market maker in the Notes affiliated with any Initial Purchaser or a bona fide securities analyst providing an analysis of investment in the Notes;

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings will deliver to the Trustee a copy of all of the information and reports referred to below: Company shall furnish: (1) within 120 90 days after of the end of each fiscal yearyear (or such longer period as may be permitted by the SEC if the Company were then subject to SEC reporting requirements as a non-accelerated filer, including under Rule 12b-25 under the Exchange Act), annual reports of Holdings audited financial statements for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (2) within 60 45 days after of the end of each of the first three fiscal quarters of each every fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q year (or any successor or comparable form) such longer period as may be permitted by the SEC if Holdings had been the Company were then subject to SEC reporting requirements as a reporting company non-accelerated filer, including under Rule 12b-25 under the Exchange Act), except unaudited financial statements for the interim period as of, and for the period ending on, the end of such fiscal quarter; in each case, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosures with respect to the extent permitted periods presented and, with respect to the annual information only, a report on the annual financial statements by the Company’s Independent Registered Public Accounting Firm (all of the foregoing financial information to be excluded by prepared (i) on a basis substantially consistent with, and subject to exceptions substantially consistent with, the SECcorresponding financial information included in the Offering Memorandum or (ii) on a basis substantially consistent with the then-applicable SEC requirements); and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing and information substantially all of similar to the information that would be required to be filed included in a current report on Form 8-K under filed with the Exchange Act on SEC by the Issue Date Company (if the Company were required to prepare and file such form) pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), 5.02 (bother than compensation information) and (c) and Item 9.01 (only to the extent relating to any of the foregoing5.03(b) of such form, within 15 days after the date of filing that would have been required for a current report on Form 8-K if Holdings had been a reporting company under the Exchange ActK; provided, however, (i) that no such current reports will report shall be required to include (1) any exhibits or (2) a summary of the terms of, any employment or compensatory arrangement, agreement, plan or understanding between the Company (or any of its Subsidiaries) and any director, manager or executive officer of the Company (or any of its Subsidiaries); provided, however, that (1) in no event shall such reports be delivered if Holdings 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 (a) Section 3-09 of Regulation S-X to the extent that the Company determines in its good faith judgment that such event is information would not be material to the Holders or the business, assets, operations, financial position positions or prospects of Holdings the Company and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses Section 3-10 of Regulation S-X or (1)c) Section 3-16 of Regulation S-X, (2) and (3) of the preceding paragraph, by posting in no event shall such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not reports be required to deliver any information, certificates comply with Regulation G under the Exchange Act or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles GAAP financial measures contained therein, (b3) such reports will not in no event shall the Company be required to contain financial information provide any climate-related disclosures related to SEC Release Nos. 33-11275 and 34-99678, including, without limitation, any information, reports or exhibits required by Rule 3-09, Rule 3-10 or Rule 3-16 Article 14 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Item 1506 of Regulation S-K K, (4) in no event shall the Company be required to furnish any information consisting of trade secrets and other proprietary information and (5) no information required to be furnished pursuant to this paragraph will be required to include any segment reporting. (b) The Company will (1) distribute such reports and information electronically to the Trustee (such delivery obligation satisfied by the filing of reports with the SEC) and (2) make available such reports and information to any Holder, any bona fide prospective purchaser of the Notes (a “Prospective Purchaser”), any bona fide security analyst or any bona fide market maker by posting such reports and information on Intralinks or any comparable password-protected online data system or on a public website; provided that the Company shall only be required to make readily available any password or other login information to any such Holder, Prospective Purchaser, security analyst or market maker; provided, further that such Holders, Prospective Purchasers, security analysts and market makers shall agree to (i) treat all such reports (and the information contained therein) and information as confidential, (ii) not use such reports and the information contained therein for any purpose other than their investment or potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (c) So long as any Notes are outstanding, the Company shall also: (1) as promptly as reasonably practicable after furnishing to the Trustee the annual and quarterly reports required by Section 4.03(a) or such reports shall earlier time after the completion of such reporting period, hold a conference call to discuss the results of operations for the relevant reporting period (which may be subject combined with any conference call for the holders of the Company’s other securities); and (2) issue a press release to exceptions, exclusions and other differences consistent with the presentation appropriate nationally recognized wire services prior to the date of financial and other information in this offering memorandum and shall not be the conference call required to present compensation be held in accordance with clause (1) of this Section 4.03(c), announcing the time and date of such conference call and either including all information necessary to access the call or beneficial ownership informing Holders, Prospective Purchasers, securities analysts and market makers how they can obtain such information. (d) Holdings has agreed thatIn addition, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the Holders and extent not satisfied by the foregoing, the Company shall furnish to prospective investors, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call Trustee shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors have no duty to obtain access review or analyze reports delivered to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ websiteit. 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 actual or constructive notice of any information contained therein therein, or determinable from information contained therein, therein including Holdingthe Company’s compliance with any of its covenants thereunder hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ the Company’s compliance with the reporting covenants under this Indenture or with respect to any reports or other documents filed with the SEC on EXXXX or posted on Holdings’ any website pursuant to under this Indenture, or to participate in any conference calls. The Trustee shall have no duty to review or analyze any reports furnished or made available to it. The Company will be deemed to have furnished the reports referred to in Section 4.03(a) if the Company has filed reports containing such information with the SEC. Notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of Section 6.01(a)(3) until 90 days after the date any report under this Section 4.03 is due. To the extent any information is not provided within the time periods specified in this covenant and such information is subsequently provided, the Company will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings the Company will deliver furnish to the Trustee a copy of all and the Holders of the information and reports referred to Notes (without exhibits) within 15 days after each of the periods set forth below: (1) within 120 90 days after the end of each fiscal year, annual reports containing substantially all of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report Annual Report on Form 10-K (of the Company, or any successor or comparable form) if Holdings had been a reporting company under , containing substantially all of the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; (2) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports containing substantially all of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report Quarterly Report on Form 10-Q (of the Company, or any successor or comparable form) if Holdings had been a reporting company under , containing substantially all of the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; and (3) promptly from time to time after the occurrence of any of the following events, current reports of Holdings containing substantially all of the information that would be an event required to be filed in a current report therein reported, such other reports on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1K, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to or any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Actsuccessor or comparable form; provided, however, (i) that no such current reports report or information will be required to be delivered so furnished if Holdings the Company determines in its good faith judgment that such event is not material to the Holders of the Notes or the business, assets, operations, operations or financial position or prospects condition of Holdings the Company and its Restricted Subsidiaries, taken as a whole and (ii) Holdings whole; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided, that the Company shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnishedto prospective purchasers of Notes, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make including by posting such information on a password protected online data system requiring user identification or the website of Opco, the Company or any of its direct or indirect parent companies (which may be password protected so long as the password is made promptly available by the Company to the Trustee, the Holders of the information Notes and such prospective purchasers upon request); provided, further, that such reports required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (cthis Section 4.03(a) Notwithstanding the foregoing, (a) Holdings will shall not be required to deliver any informationcomply with Section 302, certificates or reports that would otherwise be required by (i) Section 302 404 or Section 404 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, or related Items 307 or and 308 of Regulation S-K promulgated by the SEC, or (ii) Item 10(e) of Regulation S-K promulgated by the SEC (with respect to any non-generally accepted accounting principles GAAP financial measures contained therein), (b) such reports will shall not be required to contain financial information comply with Items 402, 403, 406 and 407 of Regulation S-K promulgated by the SEC, (c) shall not be required by Rule 3-09, to comply with Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required promulgated by Form 10-K or Form 10-Q the SEC, (or any successor formsd) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation include any segment or beneficial ownership information. business unit level financial information except to the extent included in the Offering Memorandum and (de) Holdings has agreed shall not be required to include any exhibits that would have been required to be filed pursuant to Item 601 of Regulation S-K promulgated by the SEC. In addition, to the extent not satisfied by the foregoing, the Company will agree that, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Actare outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. . For so long as the Company and its Subsidiaries (eother than Opco and its Subsidiaries) do not have any material assets on a consolidated basis that are not reflected on a consolidated balance sheet of Opco (other than (i) cash and Cash Equivalents, and (ii) Equity Interests and Indebtedness of the Co-Issuer and Holdings shall also hold and any Subsidiary of Holdings or Opco) and do not conduct any material operations that are not conducted through Opco and its Subsidiaries, the Company may satisfy its reporting obligations under this Section 4.03 relating to the Company by furnishing the annual reports on Form 10-K, quarterly conference calls for the Holders to discuss reports on Form 10-Q, other reports on Form 8-K and other financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors relating to obtain access to such callOpco; provided, however, that the same is accompanied by information that explains in reasonable detail the differences between the financial information relating to the Company and its consolidated Subsidiaries (other than Opco and its Subsidiaries, as the case may be) on the one hand, and the financial information reflected in such press release can be distributed solely financial information relating to certified users Opco and its consolidated Subsidiaries, on the other hand; provided, further, that any obligation of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed Company to have delivered furnish or deliver any such reports and information referred to above to the Trustee, the Holders of the Notes and the Trustee for all purposes such prospective purchasers of this Indenture Notes shall be deemed satisfied if Holdings has filed such reports or information shall have been filed by Opco with the SEC via the XXXXX filing system pursuant to its Electronic Data Gathering Analysis and Retrieval System (or any successor system). To the extent financial information, including any financial statements, of Opco are substituted for those of the Company in reliance on the preceding sentence, then references herein to any financial statements of the Company shall be deemed to refer to the financial information for the Company and the Subsidiaries of the Company described above. (b) and such reports are publicly available. In additionthe event that any direct or indirect parent company of the Company becomes a guarantor of the Notes, the requirements of Company may satisfy its obligations under this Section 4.03 will be deemed satisfied and Holdings will be deemed with respect to have delivered such reports and financial information referred to above relating to the Trustee for all purposes of this Indenture Company by furnishing financial information relating to such parent; provided that the posting of reports and same is accompanied by consolidating information that would be required explains in reasonable detail the differences between the information relating to be provided such parent, on Holdings’ website. the one hand, and the information relating to the Company and its Restricted Subsidiaries on a standalone basis, on the other hand. (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 Holding’s the Issuers’ compliance with any of its their covenants thereunder hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateCertificates). The Trustee shall not be obligated . (d) Notwithstanding anything herein to monitor or confirmthe contrary, on a continuing basis or otherwise, Holdings’ compliance failure by the Company to comply with the covenants any of its obligations under this Indenture or Section 4.03 for purposes of Section 6.01(a)(3) hereof will not constitute an Event of Default thereunder until 90 days after the receipt of the written notice delivered thereunder. To the extent any information is not provided within the time periods specified in this Section 4.03 and such information is subsequently provided, the Company will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference callshave been cured.

Reports and Other Information. (a) So long as any Notes are outstandingNotwithstanding that the Issuer or Holdings may not be subject to the reporting requirements of Section 13 or 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 SEC, Holdings will deliver (or, if neither the Issuer or Holdings are at such time subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Issuer) shall file with the SEC and make available to the Trustee a copy of all and the registered Holders, without cost to any Holder or the Trustee, from and after the Issue Date, within the time periods specified in the SEC’s rules and regulations that are then applicable to Holdings or the Issuer, as applicable, or if neither Holdings or the Issuer is subject to the reporting requirements of the information Exchange Act, then the time periods for filing shall be those applicable to a filer that is not an “accelerated filer” as defined in such rules and reports referred to belowregulations: (1) within 120 days after the end of each fiscal year, all quarterly and annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; (2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the financial information that would be required to be filed contained in a current filing with the SEC on Forms 10-K and 10-Q if Holdings were required to file such reports, 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 Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), annual financial statements by Holdings’ independent registered public accounting firm; (b2) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such all current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report with the SEC on Form 8-K. To K if the extent any such information is not so filed Issuer or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information were required to be provided pursuant to clauses (1), (2) and file such reports; and (3) of any other information, documents and other reports that Holdings or the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not Issuer would be required to deliver any information, certificates file with the SEC if they were subject to Section 13 or reports that would otherwise be required by (i15(d) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent Exchange Act; in each case in a manner that complies in all material respects with the presentation of financial requirements specified in such form; provided, that Holdings and other information in this offering memorandum and the Issuer shall not be required obligated to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as file such reports with the SEC at any Notes remain outstanding during any period when Holdings is not time prior to becoming subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted in which event, the Issuer will make available such information to furnish the SEC with certain information pursuant to Rule 12g3-2(b) prospective purchasers of the Exchange ActNotes (by posting such reports and information on the primary investor relations website of the Issuer), it will furnish in addition to providing such information to the Trustee and the Holders; provided further that Holdings and the Issuer shall not be obligated to make either the transition report on Form 10-K for the period ended December 31, 2009 or the Quarterly report on Form 10-Q for the following quarter available to prospective purchasers of the Notes, the Trustee or the registered Holders until May 31, 2010. (b) If RDA has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the quarterly and annual financial information required by the preceding paragraph shall include a reasonably detailed presentation, as determined in good faith by senior management of the Issuer, either on the face of the financial statements or in the footnotes to the financial statements and in management’s discussion and analysis of financial condition and results of operations, of the financial condition and results of operations of the Holdings and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries. (c) The Issuer and the Guarantors shall make available to the Holders and to prospective investors, upon their requestthe request of such Holders, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act so long as the Notes are not freely transferable under the Securities Act. For purposes of this Section 3.11, the Issuer and the Guarantors will be deemed to have furnished the reports to the Trustee and the Holders as required by this Section 3.11 if Holdings has filed such reports with the SEC via the XXXXX filing system and such reports are publicly available. (d) The filing requirements set forth above for the applicable period may be satisfied by Holdings prior to the commencement of the offering of the Exchange Securities or the effectiveness of the Shelf Registration Statement by the filing with the SEC of the registration statement relating to the exchange offer pursuant to the Registration Rights Agreement and/or the Shelf Registration Statement, and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act; provided that this paragraph shall not supersede or in any manner suspend or delay the Issuer’s reporting obligations set forth in the first three paragraphs of this Section 3.11. (e) All financial information provided pursuant to this Section 3.11 will be accompanied by consolidating financial information that explains in reasonable detail the differences between the financial information relating to Holdings, on the one hand, and the information relating to the Issuer and the Restricted Subsidiaries on a stand-alone basis on the other hand. (f) If Holdings has electronically filed with the Securities and Exchange Commission’s Next-Generation XXXXX system (or any successor system), the reports described in above (including any consolidating information required by Section 3.11(e), unless otherwise provided to the Trustee and the Holders), the Issuer shall also be deemed to have satisfied the foregoing requirements. (g) The Issuer will hold quarterly conference calls for the Holders of the Notes to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts)quarter. The conference call shall will be following the last day of each fiscal quarter of Holdings the Issuer and not later than 20 Business Days ten business days from the time that Holdings the Issuer distributes the financial information as set forth in Section 4.03(a)clauses (a) and (b) above. Holdings No fewer than two days prior to the conference call, the Issuer shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided. For the avoidance of doubt, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, Issuer may satisfy the requirements of this Section 4.03 3.11(g) by holding the conference calls required above within the time period required as part of any earnings calls of Holdings. (h) The Issuer will be deemed satisfied also hold a conference call for Holders of Notes to discuss the status of the transition report on Form 10-K for the period ended December 31, 2009 and Holdings will be deemed the related financial information for such period to have delivered the extent then internally available no later than April 30, 2010. No fewer than two days prior to the conference call, the Issuer shall issue a press release containing such financial information and announcing the time and date of such conference call and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call. (i) The reports and other information referred to above provided to the Trustee for all purposes of pursuant to this Indenture by the posting of reports and information that would Section 3.11 shall be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holdingthe Issuer’s compliance with any of its the covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificatethe Officers’ Certificates). The Trustee shall will not be obligated to monitor review or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any verify such reports or other documents filed with information. (j) Nothing in this Section 3.11 shall be construed so as to require the SEC or posted on Holdings’ website pursuant Issuer to this Indenture, or participate include in such reports any conference calls.information specified in Rule 3-16 of Regulation S-X.

Reports and Other Information. (a) So long as any Notes are outstandingNotwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 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 SEC, Holdings will deliver the Company shall file with the SEC (and make available to the Trustee a copy of all and Holders of the information Notes (without exhibits), without cost to any Holder, within 15 days after the Company files them with the SEC) from and reports referred to below:after the Issue Date, (1) within 120 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; (2) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the quarterly information that would be required to be filed contained in a current report Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K under K, or any successor or comparable form; and (4) any other information, documents and other reports that the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that Company would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations file with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, or otherwise permitted in a manner that complies in all material respects with the requirements specified in such form; provided, however, that the Company shall not be so obligated to furnish file such reports with the SEC if the SEC does not permit such filing, in which event the Company shall make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within 15 days after the time the Company would be required to file such information with certain information pursuant the SEC, if it were subject to Rule 12g3-2(bSection 13 or 15(d) of the Exchange Act. In addition, it will to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Company shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (eb) Holdings shall also hold quarterly conference calls for In the Holders event that any direct or indirect parent company of the Company becomes a Guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to discuss financial information for relating to the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the Company by furnishing financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access relating to such callparent company; provided, however, that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such press release can be distributed solely parent, on the one hand, and the information relating to certified users of the website described in Section 4.03(c)Company and its Restricted Subsidiaries on a standalone basis, on the other hand. (fc) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In additionforegoing, the requirements of this Section 4.03 will shall be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above prior to the Trustee for all purposes commencement of this Indenture the Exchange Offer or the effectiveness of the Shelf Registration Statement (1) by the filing with the SEC of the Exchange Offer Registration Statement or Shelf Registration Statement (or any other registration statement), and any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act or (2) by posting of reports and information that would be required to be provided filed substantially in the form required by the SEC on Holdings’ website. Delivery the Company’s website (or on the website 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 Holding’s compliance with any of its covenants thereunder (as parent companies) or providing such reports to which the Trustee is entitled Trustee, with financial information that satisfied Regulation S-X of the Securities Act, subject to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance exceptions consistent with the covenants under this Indenture or with respect presentation of financial information in the Offering Circular, to any reports or other documents the extent filed with within the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference callstimes specified above.

Reports and Other Information. (a) So long as any Notes are outstandingNotwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 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 SEC, Holdings will deliver the Company shall file with the SEC (and make available to the Trustee a copy of all and Holders of the information Notes, without cost to any Holder, within 15 days after the Company files them with the SEC) from and reports referred to below:after the Issue Date, (1) within 120 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; (2) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the quarterly information that would be required to be filed contained in a current report Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K under K, or any successor or comparable form; and (4) any other information, documents and other reports that the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that Company would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations file with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, or otherwise permitted in a manner that complies in all material respects with the requirements specified in such form; provided, however, that the Company shall not be so obligated to furnish file such reports with the SEC if the SEC does not permit such filing, in which event the Company shall make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within 15 days after the time the Company would be required to file such information with certain information pursuant the SEC, if it were subject to Rule 12g3-2(bSection 13 or 15(d) of the Exchange Act. In addition, it will to the extent not satisfied by the foregoing, for so long as any Notes are outstanding, the Company shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (eb) Holdings shall also hold quarterly conference calls for In the Holders event that any direct or indirect parent company of the Company becomes a Guarantor of the Notes, the Company may satisfy its obligations under this Section 4.03 with respect to discuss financial information for relating to the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the Company by furnishing financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access relating to such callparent company; provided, however, that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such press release can be distributed solely parent, on the one hand, and the information relating to certified users of the website described in Section 4.03(c)Company and its Restricted Subsidiaries on a standalone basis, on the other hand. (fc) If the Company 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 Company, then the annual and quarterly information required by the first paragraph of this Section 4.03 shall include a presentation of selected financial metrics (in the Company’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) The Company may satisfy its obligations under this Section 4.03 by furnishing financial information relating to any parent entity of the Company; provided, however, that the same is accompanied by selected financial metrics (in the Company’s sole discretion) that show the differences between the information relating to such parent, on the one hand, and the information relating to the Company and the Restricted Subsidiaries on a standalone basis, on the other hand. (e) Notwithstanding anything herein to the other clauses contrary, the Company will not be deemed to have failed to comply with any of its obligations hereunder for purposes of clause (3) of Section 6.01(a) hereof until 120 days after the receipt of the written notice delivered thereunder. To the extent any information is not provided within the time periods specified in this Section 4.034.03 and such information is subsequently provided, Holdings the Company will be deemed to have delivered satisfied its obligations with respect thereto at such reports time and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports any Default with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will respect thereto shall be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holding’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference callsbeen cured.

Reports and Other Information. (a) So long as any Notes are outstandingNotwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 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 SEC, Holdings will deliver the Issuer shall file with the SEC (and make available to the Trustee a copy of all of and Holders (without exhibits), without cost to any Holder, within 15 days after it files them with the information SEC) from and reports referred to below:after the Issue Date, (1i) within 120 90 days after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; (2ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the quarterly information that would be required to be filed contained in a current report Form 10-Q, or any successor or comparable form; and (iii) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K under K, or any successor or comparable form, in each case, in a manner that complies in all material respects with the Exchange Act on requirements specified in such form; provided that the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings Issuer shall not be required so obligated to make available copies of any agreementsfile such reports with the SEC if the SEC does not permit such filing, financial statements or other items that within 15 days after the applicable time the Issuer would be required to be filed as exhibits file such information with the SEC, pursuant to a current report on Form 8-K. the immediately preceding sentence. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will Issuer shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Any report required to be delivered under clause (ii) of this Section 4.03(a) prior to the first date of delivery of a report pursuant to clause (i) of this Section 4.03(a) following the Issue Date shall not be required to contain all purchase accounting adjustments relating to the Transactions to the extent it is not practicable to include any such adjustments in such report. (eb) Holdings The Issuer shall also hold quarterly conference calls for the Holders be permitted to discuss satisfy its obligations under this Section 4.03 with respect to financial information for relating to the previous quarter Issuer by furnishing financial information relating to Holdings (it being understood or any parent entity of Holdings) as long as Holdings (or any such parent entity of Holdings) provides a Guarantee of the Notes; provided that such quarterly conference call may be the same conference call as with is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings’ equity investors , on the one hand, and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings information relating to the Issuer and not later than 20 Business Days from its Restricted Subsidiaries on a standalone basis, on the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c)other hand. (fc) Notwithstanding the other clauses in this Section 4.03foregoing, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will shall be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above by posting on the Issuer’s website or providing to the Trustee for all purposes of this Indenture by the posting applicable date the Issuer would be required to file such information as specified above, the financial information (including a “Management’s Discussion and Analysis of reports Financial Condition and information Results of Operations” section) that would be required to be provided on Holdings’ website. Delivery of included in such reports, subject to exceptions consistent with the presentation of financial information and documents in the Offering Memorandum, to the Trustee is extent posted within the times specified above. (d) Notwithstanding anything to the contrary herein, the financial information for informational purposes only and the Trustee’s receipt of such fiscal quarter ended July 3, 2010 shall not constitute constructive notice of be required to comply with Regulation S-X so long as it is prepared in a manner consistent with the financial information provided in the Offering Memorandum or include any information contained therein purchase accounting adjustments or determinable from information contained thereinfinancial statement footnotes. (e) Notwithstanding anything herein to the contrary, including Holding’s compliance the Issuer shall not be deemed to have failed to comply with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants obligations under this Indenture or with respect to Section 4.03 for purposes of clause (c) of Section 6.01 hereof until 90 days after the date any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to report is due under this Indenture, or participate in any conference callsSection 4.03.

Reports and Other Information. Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 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, the Company shall file with the Commission (a) So long as any Notes are outstanding, Holdings will deliver and make available to the Trustee a copy of all of and Holders (without exhibits), without cost to each Holder, within 15 days after it files with the information and reports referred to below:Commission): (1) within 120 90 days (or the successor time period then in effect under the rules and regulations of the Exchange Act for a non-accelerated filer) plus any grace period provided by Rule 12b-25 under the Exchange Act, after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; (2) within 60 45 days (or the successor time period then in effect under the rules and regulations of the Exchange Act) plus any grace period provided by Rule 12b-25 under the Exchange Act, after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter on Form 10-Q, containing the information that would have been required to be contained in a quarterly report on Form 10-Q (therein, or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any of successor or comparable form; and (4) any other information, documents and other reports which the following events, current reports of Holdings containing substantially all of the information that Company would be required to be filed in a current report on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent file with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not Commission if it were subject to Section 13 or 15(d) of the Exchange Act; provided that the Company shall not be so obligated to file such reports with the Commission if the Commission does not permit such filing, in which event the Company shall make available such information to prospective purchasers of the Notes, in addition to providing such information to the Trustee and the Holders in each case within 15 days after the time the Company would be required to file such information with the Commission, if it were subject to Section 13 or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b15(d) of the Exchange Act, it will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holdingthe Company’s compliance with any of its covenants thereunder hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates). The availability of the foregoing materials on the Commission’s XXXXX service (or its successor) shall be deemed to satisfy the Company’s delivery obligation, provided, however, that the Trustee shall not be obligated have no obligation whatsoever to monitor determine if such materials have been made so available. In the event that any direct or confirmindirect parent company of the Company becomes a Guarantor of the Notes, on a continuing basis or otherwise, Holdings’ compliance with this Indenture will permit the covenants Company to satisfy its obligations under this Indenture or Section 1009 with respect to any reports financial information relating to the Company by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and the Restricted Subsidiaries on a standalone basis, on the other hand. Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the exchange offer or other documents filed the effectiveness of the shelf registration statement described in the Registration Rights Agreement (1) by the filing with the SEC Commission of the exchange offer registration statement or posted on Holdings’ website pursuant shelf registration statement (or any other similar registration statement), and any amendments thereto, with such financial information that satisfies Regulation S-X, subject to this Indentureexceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above, or participate (2) by posting reports that would be required to be filed substantially in the form required by the Commission on the Company’s website (or that of any conference callsof its parent companies) or providing such reports to the Trustee within 15 days after the time the Company would be required to file such information with the Commission (which for the first quarterly report required to be posted or provided after the Issue Date shall be 60 days after the end of the applicable fiscal quarter) if it were subject to Section 13 or 15(d) of the Exchange Act, the financial information that would be required to be included in such reports, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above.

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings will deliver Notwithstanding that the Company may not be subject to the Trustee a copy reporting requirements of all Section 13 or 15(d) of the information Exchange Act or otherwise report on an annual and reports referred quarterly basis on forms provided for such annual and quarterly reporting pursuant to below:rules and regulations promulgated by the SEC, the Company shall file with the SEC from and after the Issue Date, (1i) within 120 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; (2ii) within 60 45 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q by a non-accelerated filer) after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (Q, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; and (3iii) promptly from time to time after the occurrence of any of the following events, current reports of Holdings containing substantially all of the information that would be an event required to be filed in a current report therein reported, such other reports on Form 8-K under K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the Exchange Act on requirements specified in such form; provided that the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings Company shall not be required so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Company will make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnishedto prospective purchasers of Notes, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Trustee and the Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraphNotes, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding securities analysts and prospective investors, in each case within 15 days after the foregoing, (a) Holdings will not time the Company would be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) file such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed thatSEC, for so long as any Notes remain outstanding during any period when Holdings is not if it were subject to Section 13 or 15(d) of the Exchange Act. In addition, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of extent not satisfied by the Exchange Actforegoing, the Company will agree that, for so long as any Notes are outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (eb) Holdings If the Company 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 Company, then the annual and quarterly information required by clause (a) of this Section 4.03 shall also hold quarterly conference calls for include a presentation of selected financial metrics (in the Holders Company’s sole discretion) of such Unrestricted Subsidiaries as a group in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” (c) The Company shall be permitted to discuss satisfy its obligations in this Section 4.03 with respect to financial information for relating to the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the Company by furnishing financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing relating to any parent entity of the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such callCompany; provided, however, that the same is accompanied by selected financial metrics (in the Company’s sole discretion) that show the differences between the information relating to such press release can be distributed solely parent, on the one hand, and the information relating to certified users of the website described in Section 4.03(c)Company and the Restricted Subsidiaries on a standalone basis, on the other hand. (fd) Notwithstanding anything herein to the other clauses contrary, the Company shall not be deemed to have failed to comply with any of its obligations hereunder for purposes of Section 6.01(c) until 30 days after the date such report hereunder is due. (e) To the extent any information is not provided within the time periods specified in this Section 4.034.03 and such information is subsequently provided, Holdings the Company will be deemed to have delivered satisfied its delivery obligations with respect to its delay in delivery at such reports time and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports any Default with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will respect thereto shall be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holding’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference callsbeen cured.

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings will deliver to the Trustee a copy of all of the information and reports referred to below: Company shall furnish: (1) within 120 90 days after of the end of each fiscal yearyear (or such longer period as may be permitted by the SEC if the Company were then subject to SEC reporting requirements as a non-accelerated filer, including under Rule 12b-25 under the Securities Exchange Act of 1934), annual reports of Holdings audited financial statements for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (2) within 60 45 days after of the end of each of the first three fiscal quarters of each every fiscal yearyear (or such longer period as may be permitted by the SEC if the Company were then subject to SEC reporting requirements as a non-accelerated filer, quarterly reports including under Rule 12b-25 under the Securities Exchange Act of Holdings 1934), unaudited financial statements for the interim period as of, and for the period ending on, the end of such fiscal quarter containing quarter; in each case, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” disclosures with respect to the periods presented and, with respect to the annual information that would have been required only, a report on the annual financial statements by the Company’s Independent Registered Public Accounting Firm (all of the foregoing financial information to be contained prepared (i) on a basis substantially consistent with, and subject to exceptions substantially consistent with, the corresponding financial information included in the Offering Memorandum or (ii) on a quarterly report on Form 10basis substantially consistent with the then-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except applicable SEC requirements); and information substantially similar to the extent permitted to be excluded by the SEC; and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the information that would be required to be filed included in a current report on Form 8-K under filed with the Exchange Act on SEC by the Issue Date Company (if the Company were required to prepare and file such form) pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), 5.02 (bother than compensation information) and (c) and Item 9.01 (only to the extent relating to any of the foregoing5.03(b) of such form, within 15 days after the date of filing that would have been required for a current report on Form 8-K if Holdings had been a reporting company under the Exchange ActK; provided, however, (i) that no such current reports will report shall be required to include (1) any exhibits or (2) a summary of the terms of, any employment or compensatory arrangement, agreement, plan or understanding between the Company (or any of its Subsidiaries) and any director, manager or executive officer of the Company (or any of its Subsidiaries); provided, however, that (1) in no event shall such reports be delivered if Holdings 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 (a) Section 3-09 of Regulation S-X to the extent that the Company determines in its good faith judgment that such event is information would not be material to the Holders or the business, assets, operations, financial position positions or prospects of Holdings the Company and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses Section 3-10 of Regulation S-X or (1)c) Section 3-16 of Regulation S-X, (2) and (3) of the preceding paragraph, by posting in no event shall such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not reports be required to deliver any information, certificates comply with Regulation G under the Exchange Act or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles GAAP financial measures contained therein, (b3) such reports will not in no event shall the Company be required to contain financial furnish any information consisting of trade secrets and other proprietary information and (4) no information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or to be furnished pursuant to this paragraph will be required to include any exhibits or certifications required segment reporting. (b) The Company will (1) distribute such reports and information electronically to the Trustee (such delivery obligation satisfied by Form 10-K or Form 10-Q the filing of reports with the SEC) and (2) make available such reports and information to any Holder, any bona fide prospective purchaser of the Notes (a “Prospective Purchaser”), any bona fide security analyst or any successor formsbona fide market maker by posting such reports and information on Intralinks or any comparable password-protected online data system or on a public website; provided that the Company shall only be required to make readily available any password or other login information to any such Holder, Prospective Purchaser, security analyst or market maker; provided, further that such Holders, Prospective Purchasers, security analysts and market makers shall agree to (i) treat all such reports (and the information contained therein) and information as confidential, (ii) not use such reports and the information contained therein for any purpose other than their investment or related rules under Regulation S-K potential investment in the Notes and (iii) not publicly disclose any such reports (and the information contained therein) and information. (c) So long as any Notes are outstanding, the Company shall also: (1) as promptly as reasonably practicable after furnishing to the Trustee the annual and quarterly reports required by Section 4.03(a) or such reports shall earlier time after the completion of such reporting period, hold a conference call to discuss the results of operations for the relevant reporting period (which may be subject combined with any conference call for the holders of the Company’s other securities); and (2) issue a press release to exceptions, exclusions and other differences consistent with the presentation appropriate nationally recognized wire services prior to the date of financial and other information in this offering memorandum and shall not be the conference call required to present compensation be held in accordance with clause (1) of this Section 4.03(c), announcing the time and date of such conference call and either including all information necessary to access the call or beneficial ownership informing Holders, Prospective Purchasers, securities analysts and market makers how they can obtain such information. (d) Holdings has agreed thatIn addition, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the Holders and extent not satisfied by the foregoing, the Company shall furnish to prospective investors, upon their request, the any information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call Trustee shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors have no duty to obtain access review or analyze reports delivered to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ websiteit. 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 actual or constructive notice of any information contained therein or determinable from information contained therein, including Holdingthe Company’s compliance with any of its covenants thereunder hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ the Company’s compliance with the reporting covenants under this Indenture or with respect to any reports or other documents filed with the SEC on XXXXX or posted on Holdings’ any website pursuant to under this Indenture, or to participate in any conference calls. The Trustee shall have no duty to review or analyze any reports furnished or made available to it. The Company will be deemed to have furnished the reports referred to in Section 4.03(a) if the Company has filed reports containing such information with the SEC. Notwithstanding anything herein to the contrary, the Company will not be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of Section 6.01(a)(3) until 90 days after the date any report under this Section 4.03 is due. To the extent any information is not provided within the time periods specified in this covenant and such information is subsequently provided, the Company will be deemed to have satisfied its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured.

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings will Parent shall deliver to the Trustee a copy of all and Holders (and make available to prospective purchasers of the information Notes) the following reports and reports referred to belowinformation: (1i) within 120 days after the end of each fiscal year, annual reports of Holdings audited financial statements for such fiscal year containing year, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to the information that would have been required to be contained periods presented prepared in an annual accordance with GAAP and a report on Form 10-K (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded annual financial statements by the SECXxxxxx’s independent registered accounting firm; (2ii) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports unaudited financial statements (including footnotes) for the interim period as of, and for the period ending on, the end of Holdings for such fiscal quarter containing the information that would have been required to be contained in quarter, including a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except “Management’s Discussion and Analysis of Financial Condition and Results of Operations” with respect to the extent permitted to be excluded by the SECperiods presented prepared in accordance with GAAP; and (3iii) promptly after the occurrence of any material acquisition, disposition or restructuring of the following eventsParent and any Significant Subsidiaries, current reports taken as a whole, or any senior executive officer changes at Parent or change in auditors of Holdings Parent or any other material event that Parent announces publicly, a report containing substantially all a description of the information such event; provided that would be required to be filed in a current report on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any none of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) comply with Section 302 or Section 302, 404 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or and 308 of Regulation S-K promulgated by the Commission, or (ii) Item 10(e) of Regulation S-K promulgated by the SEC (with respect to any non-generally accepted accounting principles GAAP financial measures contained therein), (bii) such reports will not be required to contain financial the information required by Rule Items 201, 402, 403, 405, 406, 407, 701 or 703 of Regulation S-K, (iii) contain the separate financial information contemplated by Rules 3-09, Rule 3-10 or Rule 10, 3-16 (to the extent in effect), 13-01 or 13-02 of Regulation S-X promulgated by the Commission or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and K, (civ) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. , and (dv) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not subject provide financial statements in interactive data format using the eXtensible Business Reporting Language. Parent shall be deemed to have furnished such information referred to in this Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish 1009 to the Holders Trustee and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial of Notes if Parent has filed or furnished such information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as in reports filed with the Holdings’ equity investors Commission and analysts). The conference call shall be following such reports are publicly available on the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for HoldersCommission’s website, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture shall have no obligation whatsoever to determine if Holdings such filing has filed occurred. Parent may also satisfy such obligations by posting such information on Parent’s website or on a site maintained by Parent or a third party (which may be password protected). The Trustee shall have no obligation whatsoever to determine whether or not such information, documents or reports with the SEC via the XXXXX filing system (have been so filed, furnished or any successor system) and such reports are publicly available. In additionposted, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ websiteas applicable. 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 HoldingParent’s compliance with any of its covenants thereunder hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates). The Trustee shall To the extent any information is not provided within the time periods specified in this covenant and such information is subsequently provided, the Issuers will be obligated deemed to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference callshave been cured. SECTION 1010. [Reserved].

Reports and Other Information. (a) So Whether or not the Company or Holdings is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, so long as any Notes are outstanding, Holdings will deliver the Company shall furnish to the Trustee a copy of Trustee: (i)(x) all of the information annual and reports referred to below: (1) within 120 days after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information quarterly financial statements that would have been required to be contained in an annual report on Form 10-K (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; (2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report filing with the SEC on Form Forms 10-K and 10-Q (or any successor or comparable form) of Holdings, if Holdings had been were required to file such forms, plus a “Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (y) a presentation of earnings before interest, taxes, depreciation and amortization of Holdings and its subsidiaries (all of the foregoing financial information to be prepared on a basis substantially consistent with the corresponding financial information included in the Offering Memorandum; and (z) with respect to the annual financial statements only, a report on the annual financial statements by Holdings’ independent registered public accounting firm; it being understood that for so long as neither the Company nor Holdings is subject to the reporting company under requirements of Section 13 or 15(d) of the Exchange Act, Holdings shall not be required to include, except as otherwise provided in this Section 4.02(a), any other adjustment that would be required by any SEC rule, regulation or interpretation, including but not limited to the extent permitted to be excluded by the SECany “push down” accounting adjustment; and and (3ii) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the information that would be required to be filed contained in a current report filings with the SEC on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1Items 1.01, 2 1.02, 1.03, 2.01, 2.05, 2.06, 4.01, 4.02, 5.01 and 4, Items 5.01, 5.02(a5.02(b), (b5.02(c) and 5.02(d) (cother than with respect to information required or contemplated by Item 402 of Regulation S-K) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Actwere required to file such reports; provided, however, (i) that no such current reports report will be required to be delivered furnished if Holdings the Company determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings the Company and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not whole; provided, further, that no such current report will be required to make available copies include a summary of the terms of any agreementsemployment or compensatory arrangement agreement, financial statements plan or other items that would understanding between Holdings (or any of its Subsidiaries) and any director or officer. (b) For so long as neither the Company nor Holdings is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, all such annual reports shall be required furnished within 120 days after the end of the fiscal year to which they relate, all such quarterly reports shall be furnished within 60 days after the end of the fiscal quarter to which they relate, and all such current reports shall be furnished within 10 Business Days from the time of the occurrence of any event to be filed as exhibits reported; provided that in the event that the Company or Holdings becomes subject to a the reporting requirements of Section 13 or 15(d) of the Exchange Act, all such annual reports shall be furnished within 90 days after the end of the fiscal year to which they relate, all such quarterly reports shall be furnished within 45 days after the end of the fiscal quarter to which they relate, and all such current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, reports shall be furnished within the time periods specified for filing current reports on Form 8-K by the SEC. The Company shall notify the Trustee in this Section 4.03(a) writing if the Company and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information Holdings are subject to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3reporting requirements of Section 13 or 15(d) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or websiteExchange Act. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver furnish any information, certificates or reports that would otherwise be required by (i) Section 302 302, Section 404 or Section 404 906 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or K, (ii) Regulation G or Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, therein or (biii) such reports will not be required to contain financial information required by Rule 3-0905, Rule 3-09 and 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) X; provided that, such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership informationinformation and (b) such reports shall not be required to include any exhibits that would have been required to be filed pursuant to Item 601 of Regulation S-K (except this clause (b) shall not apply to any annual, quarterly or pro forma financial statements otherwise expressly required to be provided under Section 4.02). (d) Holdings has agreed The Company shall (x) deliver such information and such reports to any Holder of the Notes and, upon request, 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 will require a confidentiality acknowledgment, and will make such information readily available to any prospective investor in the Notes that certifies that it is an eligible purchaser of the Notes, any securities analyst (to the extent providing analysis of investment in the Notes) or any market maker in the Notes, in each case (i) who agrees to treat such information as confidential or (ii) accesses such information on Intralinks or any comparable password protected online data system which will require a confidentiality acknowledgment; provided that the Company shall post such information thereon and make readily available any password or other login information to any such prospective investor in the Notes, any such securities analyst (to the extent providing analysis of investment in the Notes) or any such market maker in the Notes. The Company will hold a quarterly conference call for all Holders and securities analysts (to the extent providing analysis of investment in the Notes) to discuss such financial information within ten (10) Business Days after distribution of such financial information or otherwise provide substantially comparable availability of such reports (as determined by the Company in good faith) (it being understood that, without limitation, making such reports available on Bloomberg or another private electronic information service shall constitute substantially comparable availability); it being understood that any customary quarterly earnings calls with public equity holders shall be deemed to constitute such quarterly conference call for so long as any Notes remain outstanding during any period when Holdings is all Holders and securities analysts (to the extent providing analysis of investment in the Notes). (e) To the extent not subject to Section 13 or 15(d) of satisfied by the Exchange Actforegoing, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it Company will also furnish to Holders, securities analysts (to the Holders extent providing analysis of investment in the Notes) and to prospective investors, investors in the Notes upon their request, request the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for , so long as the Holders to discuss financial information for Notes are not freely transferable under the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c)Securities Act. (f) If the Company 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 Company, then the annual and quarterly information required by clause (i) of Section 4.02(a) 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 operations of Holdings, the Company and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries. (g) Notwithstanding the foregoing, the financial statements, information and other clauses documents required to be provided as described above, may be those of (i) Holdings or (ii) any direct or indirect parent of Holdings; provided that, if the financial information so furnished relates to such direct or indirect parent of Holdings, the same is accompanied by consolidating information that summarizes in this Section 4.03reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to Holdings on a standalone basis, on the other hand. (h) The Company will be deemed to have delivered such furnished the reports and information referred to above to in Section 4.02(a) if the Holders and the Trustee for all purposes Company, Holdings or any direct or indirect parent of this Indenture if Holdings has filed reports containing such reports information with the SEC via the XXXXX filing system SEC. (or any successor systemi) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including Holdingthe Company’s compliance with any of its covenants thereunder hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or Certificates with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference callsthereto).

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings will deliver Notwithstanding that the Company may not be subject to the Trustee a copy reporting requirements of all Section 13 or 15(d) of the information and reports referred to below: (1) within 120 days after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except the Company shall furnish to the extent permitted to be excluded by Trustee and the SEC; (2) Holders, within 60 15 days after the end applicable time periods specified in the relevant forms (or, if the Company is not subject to the reporting requirements of each Section 13 or 15(d) of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly within 15 days after the occurrence of applicable time periods specified in the relevant forms for non-accelerated filers), after giving effect to any of grace period provided by Rule 12b-25 under the following events, current reports of Holdings containing substantially Exchange Act all of the quarterly and annual financial information that would be required to be filed contained in a current report filing with the Commission on Form 8Forms 10-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 Q and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 810-K if Holdings had been the Company were required to file such Forms, including a reporting company under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, with respect to the Exchange Actannual information only, a report on the annual financial statements by the Company’s independent registered public accounting firm; provided, however, that to the extent such reports are filed with the Commission and publicly available, such reports shall have been deemed to have been provided to the Trustee and the Holders and no additional copies need to be provided to the Trustee and the Holders. The Trustee shall have no responsibility whatsoever to determine whether any such filing has occurred. (ib) that no Unless such current reports are otherwise filed with the Commission, the Company shall maintain a website to which all of the reports required by this Section 3.06 are posted to which access will be given to the Trustee, the Holders and prospective purchasers of the Notes that certify their status as such to the reasonable satisfaction of the Company and agree to keep such reports confidential. (c) Any and all defaults or Events of Default arising from a failure to furnish or file in a timely manner a report required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in by this Section 4.03(a) 3.06 shall be deemed cured (and such information is subsequently filed or furnished, as applicable, the Issuers Company shall be deemed to have satisfied their obligations be in compliance with respect thereto at this Section 3.06) upon furnishing or filing such time and any Default with respect thereto shall be deemed report as contemplated by this Section 3.06 (but without regard to have been curedthe date on which such reports is so furnished or filed); provided that such cure shall not otherwise affect the rights of the Holders under purchase to Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared Base Indenture if the principal ofprincipal, premium, if any, and accrued interest and any other monetary obligations on all have been accelerated in accordance with the then outstanding Notes to be due and payable immediately terms of the Indenture and such declaration shall acceleration has not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed thatThe furnishing, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 filing or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery making accessible 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 knowledge or notice of any information contained therein or determinable from information contained therein, including Holdingthe Company’s compliance with any of its covenants thereunder hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference calls.

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings will deliver Notwithstanding that the Company may not be subject to the Trustee a copy reporting requirements of all Section 13 or 15(d) of the information and reports referred Exchange Act, the Company shall provide (to belowthe extent not provided prior to the Restatement Effective Date pursuant to the Original Indenture) to the Holders the following reports: (1) within 120 90 days after the end of each fiscal year, annual reports of Holdings for such year (beginning with the fiscal year ending December 31, 2020), an annual report containing substantially all the information that would have been required to be contained in an annual report on Form 10-K (or any successor or comparable form) under the Exchange Act if Holdings the Company had been a reporting company under the Exchange Act, except Act (but only to the extent permitted to be excluded similar information is included in the Offering Memorandum), including a “Management’s discussion and analysis of financial condition and results of operations” section and a report on the annual financial statements by the SECCompany’s independent registered public accounting firm; provided that such annual report shall not be required to contain information required by Items 9A (controls and procedures), 10 (directors, executive officers and corporate governance) and 11 (executive compensation) of Form 10-K; (2) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear (beginning with the fiscal quarter ending March 31, 2020), quarterly reports of Holdings for such with respect to the most recent fiscal quarter and year-to-date period containing substantially all the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) under the Exchange Act if Holdings the Company had been a reporting company under the Exchange Act, except Act (but only to the extent permitted similar information is included in the Offering Memorandum), including a “Management’s discussion and analysis of financial condition and results of operations” section and unaudited quarterly financial statements reviewed pursuant to Statement on Auditing Standards No. 100 (or any successor provision); provided that such quarterly report shall not be excluded required to contain the information required by the SECPart I, Item 4 of Form 10-Q (controls and procedures); and (3) promptly within ten Business Days after the occurrence of any of the following events, current reports of Holdings containing substantially all of the information each event that would be have been required to be filed reported under Items 2.01 (Completion of Acquisition or Disposition of Assets), 2.06 (Material Impairments), 4.01 (Changes in Registrant’s Certifying Accountant), 4.02 (Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review) and 5.01 (Changes in Control of Registrant) in a current report on Form 8-K under the Exchange Act on if the Issue Date pursuant to Sections 1Company had been a reporting company under the Exchange Act, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to current reports containing substantially all the extent relating to any of information that would have been required by the foregoing) foregoing items of Form 8-K to be contained in a current report on Form 8-K under the Exchange Act if Holdings the Company had been a reporting company under the Exchange Act; providedprovided that, howeverfor the avoidance of doubt, in each of the reports delivered pursuant to clause (1) or (2) above, the Company shall set forth (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or a calculation of Adjusted EBITDA, Adjusted EBITDA Before Growth Investments and Community Adjusted EBITDA of the business, assets, operations, financial position or prospects of Holdings Company and its consolidated Restricted SubsidiariesSubsidiaries for the period of four consecutive fiscal quarters ended on the date of the last balance sheet set forth in such report, taken as presented in a whole manner similar to that found in the Offering Memorandum, and (ii) Holdings the amount of Unrestricted Cash and Total Indebtedness of ChinaCo as of such balance sheet date; provided, further, however, that, so long as the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, such reports (a) shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations comply with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, 2002 or related Items 307 or and 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC or Item 601 of Regulation S-K (with respect to any non-generally accepted accounting principles financial measures contained thereinexhibits), (b) such reports will shall 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) or Item 10(e) of Regulation S-K (relating to non-GAAP financial measures), (c) shall not be required to contain a separate financial information required footnote for Guarantors and Non-Guarantor Subsidiaries contemplated by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required promulgated by Form 10the SEC (except summary financial information with respect to Non-K or Form 10-Q Guarantor Subsidiaries of the type and scope included in the Offering Memorandum will be required), (or any successor formsd) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation comply with Section 3-09 of Regulation S-X to the extent that the Company determines in its good faith judgment that such information would not be material to the Holders or beneficial ownership informationthe business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries (and with respect to any financial statements required to be delivered under this clause (d), notwithstanding any law, rule or regulation that would require that some or all of such financial statements be audited, the Company may nonetheless deliver unaudited financial statements to satisfy such requirement) and (e) shall not be required to comply with Section 3-05 of Regulation S-X to the extent that (i) such requirement to furnish acquired business financial statements would be triggered only because the income from continuing operations before income taxes and extraordinary items of the acquired business exceeds 20% of such pre-tax income of the Company and its consolidated Subsidiaries for the applicable period set forth in Rule 1-02(w) of Regulation S-X and (ii) the Company determines in its good faith judgment that such information would not be material to the Holders or the business, assets, operations, financial positions or prospects of the Company and its Restricted Subsidiaries (and with respect to any financial statements required to be delivered under this clause (e), notwithstanding any law, rule or regulation that would require that some or all of such financial statements be audited, the Company may nonetheless deliver unaudited financial statements to satisfy such requirement). (db) Holdings has agreed thatIn addition, to the extent not satisfied by the foregoing, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will Company shall furnish to the Holders and to prospective investorspurchasers of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. The requirements set forth in this clause (b) and the preceding clause (a) of this Section 4.06 may be satisfied by delivering such information to the Trustee and posting copies of such information on a website (which may be nonpublic and may be maintained by the Company or a third party) to which access will be given to Holders, bona fide prospective purchasers of the Notes (which prospective purchasers will be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act)), securities analysts and market making institutions that certify their status as such to the reasonable satisfaction of the Company and who agree to treat such information as confidential. (c) Notwithstanding the foregoing, at all times that the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, the Company shall file with the SEC within the time periods specified in the SEC’s rules and regulations that are then applicable to the Company all the reports and information described in Section 4.06(a), but without giving effect to any of the provisos contained therein (assuming that such provisions otherwise apply under applicable SEC rules and regulations), in each case in a manner that complies in all material respects with the requirements specified in the applicable forms promulgated by the SEC. (d) In addition, no later than fifteen Business Days after the date the annual and quarterly financial information for the prior fiscal period have been filed or furnished pursuant to Section 4.06(a)(1) or 4.06(a)(2) above, the Company shall also hold live quarterly conference calls with the opportunity to ask questions of the Company. No fewer than five Business Days prior to the date such conference call is to be held, the Company shall issue a press release to the appropriate U.S. wire services announcing such quarterly conference call for the benefit of the Holders, beneficial owners of the Notes, bona fide prospective purchasers of the Notes (which prospective purchasers shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act or non-U.S. persons (as defined in Regulation S under the Securities Act) that certify their status as such to the reasonable satisfaction of the Company), securities analysts and market making financial institutions, which press release shall contain the time and the date of such conference call and direct the recipients thereof to contact an individual at the Company (for whom contact information shall be provided in such notice) to obtain information on how to access such quarterly conference call. (e) Holdings shall also hold quarterly conference calls If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, held more than 10.0% of Consolidated Total Assets as of the end of the most recent fiscal quarter for which internal financial statements prepared on a consolidated basis in accordance with GAAP are available (the “balance sheet date”) or accounted for more than 10.0% of consolidated total revenue of the Company and its Restricted Subsidiaries for the Holders to discuss period of the most recent four consecutive fiscal quarters ended on the balance sheet date, then the annual and quarterly financial information for required by Section 4.06(a) shall include a reasonably detailed presentation, as determined in good faith by the previous quarter (it being understood that such quarterly conference call may be Company, either on the same conference call as with face of the Holdings’ equity investors financial statements or in the footnotes to the financial statements and analysts). The conference call shall be following in the last day “Management’s discussion and analysis of each fiscal quarter financial condition and results of Holdings operations” section, of the financial condition and not later than 20 Business Days results of operations of the Company and its Restricted Subsidiaries separate from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time condition and date results of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users operations of the website described in Section 4.03(c)Unrestricted Subsidiaries. (f) Notwithstanding In the event that any direct or indirect parent company of the Company becomes a Guarantor of the Notes, the Company may satisfy its obligations under this Section 4.06 to provide consolidated financial information of the Company by furnishing consolidated financial information relating to such parent; provided that (1) such financial statements are accompanied by consolidating financial information for such parent, the Company, the Guarantors and the Non-Guarantor Subsidiaries in the manner prescribed by the SEC and (2) such parent is not engaged in any business in any material respect other clauses than such activities as are incidental to its ownership, directly or indirectly, of the Capital Stock of the Company. (g) To the extent any information is not provided within the time periods specified in this Section 4.034.06 and such information is subsequently provided, Holdings the Company will be deemed to have delivered satisfied its obligations with respect thereto at such reports time and information referred to above to the Holders and the Trustee for all purposes any Default that has not become an Event of this Indenture if Holdings has filed such reports Default with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will respect thereto shall be deemed to have delivered been cured. (h) Delivery of the reports, information and documents in accordance with this Section 4.06 shall satisfy the Company’s obligation to make such reports delivery, but, in the case of the Trustee, such delivery shall be for informational purposes only, and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery Trustee’s receipt 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 Holdingthe Company’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated is under no duty to monitor examine such reports, information or confirm, on a continuing basis or otherwise, Holdings’ documents to ensure compliance with the covenants under provisions of this Indenture or with respect to ascertain the correctness or otherwise of the information or the statements contained therein. The Trustee shall have no liability or responsibility for the filing, timeliness or content of any reports or other documents filed with such report, and the SEC or posted on Holdings’ website pursuant Trustee shall have no duty to this Indenture, or participate in or monitor any conference calls.

Reports and Other Information. (a) So long as any Notes are outstandingThe Borrower shall file with the SEC (and provide the Administrative Agent with copies thereof, Holdings will deliver without cost to the Trustee a copy of all of Administrative Agent, within 15 days after it files them with the information and reports referred to below:SEC), (1i) within 120 days after the end of each fiscal yeartime period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (or any successor or comparable form) if Holdings had been a reporting company under containing the Exchange Actinformation required to be contained therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC;, (2ii) within 60 days after the end of each of time period specified in the first three fiscal quarters of each fiscal yearSEC’s rules and regulations for non-accelerated filers, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under containing the Exchange Actinformation required to be contained therein (or required in such successor or comparable form), except to the extent permitted to be excluded by the SEC; and, (3iii) promptly from time to time after the occurrence of any of the following events, current reports of Holdings containing substantially all of the information that would be an event required to be filed therein reported (and in a current report any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a(or any successor or comparable form), and (biv) and (c) and Item 9.01 (only subject to the extent relating foregoing, any other information, documents and other reports which the Borrower would be required to any of file with the foregoingSEC if it were subject to Section 13 or 15(d) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings Borrower shall not be required so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Borrower will make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights prospective assignees of the Holders under Article VI hereof if Holders of at least 25% Loans in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the TrusteeAdministrative Agent, Holdings shall make available to Holders in each case within 15 days after the information required to be provided pursuant to clauses (1), (2) and (3) of time the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not Borrower would be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by file such information with the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not if it were subject to Section 13 or 15(d) of the Exchange Act, subject, in the case of any such information, certificates or otherwise permitted reports provided prior to the effectiveness of the exchange offer registration statement or shelf registration statement with respect to the Senior Notes, to exceptions and exclusions consistent with the presentation of financial and other information in the Offering Memorandum (including with respect to any periodic reports provided prior to effectiveness of the exchange offer registration statement or shelf registration statement with respect to the Senior Notes, the omission of financial information required by Rule 3-10 under Regulation S-X promulgated by the SEC (or any successor provision)). If the Borrower 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 Borrower, then the annual and quarterly information required pursuant to clauses (a)(i) and (a)(ii) above 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 operations of the Borrower and its Restricted Subsidiaries separate from the financial condition and results of operations of such Unrestricted Subsidiaries. Notwithstanding the foregoing, the Borrower shall not be required to furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K prior to the SEC with certain information pursuant to Rule 12g3-2(b) effectiveness of the Exchange Act, it will furnish exchange offer registration statement or shelf registration statement with respect to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities ActSenior Notes. (eb) Holdings shall also hold quarterly conference calls for In the Holders to discuss financial information for event that: (i) the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors rules and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users regulations of the website described SEC permit the Borrower and any direct or indirect parent of the Borrower to report at such parent entity’s level on a consolidated basis and such parent entity of the Borrower is not engaged in Section 4.03(c).any business in any material respect other than incidental to its ownership, directly or indirectly, of the capital stock of the Borrower, or (fii) Notwithstanding any direct or indirect parent of the other clauses Borrower is or becomes a guarantor of the Loans, consolidated reporting at such parent entity’s level in a manner consistent with that described in this Section 4.036.02 for the Borrower shall satisfy this Section 6.02 and the Borrower is permitted to satisfy its obligations in this Section 6.02 with respect to financial information relating to the Borrower 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 the Borrower and its Subsidiaries, Holdings on the one hand, and the information relating to the Borrower and the Subsidiaries of the Borrower on a standalone basis, on the other hand. Notwithstanding the foregoing, the Borrower will be deemed to have delivered furnished such reports and information referred to above in this Section 6.02 to the Holders and Administrative Agent if the Trustee for all purposes of this Indenture if Holdings Borrower has (i) filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, available or (ii) posted such report on the requirements Borrower’s website (or that of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to any of its parent companies); provided that the Trustee for all purposes Borrower shall notify the Administrative Agent (by telecopier or electronic mail) of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of any 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 Holding’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference callsdocuments.

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings will deliver unless the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or is a “voluntary filer” and, in each case and otherwise complies with such reporting requirements, the Company must provide without cost in electronic format to the Trustee a copy of all of and the information and reports referred to belowHolders: (1i) within 120 45 days after of the end of each any fiscal quarter (or, if later, any permitted extension as provided for by the SEC from time to time) (other than any fiscal quarter end that coincides with the end of a fiscal year), all quarterly and, within 90 days of the end of any fiscal year, annual reports of Holdings for such fiscal year containing the information financial statements (including footnote disclosure) that would have been required to be contained in an annual report on Form 10-K (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; (2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report filing with the SEC on Form Forms 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the information that would be required to be filed in a current report on Form 8and 10-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnishedK, as applicable, within if the time periods specified in this Section 4.03(a) Company were required to file these Forms, and such information is subsequently filed or furnisheda “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been curedthe annual information only, a report on the annual financial statements by the Company’s certified independent accountants; provided that in no event shall such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded financial statements or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not reports be required to deliver any information, certificates or reports that would otherwise be required by comply with (iw) Section 302 or Section 404 of the XxxxxxxxRule 3-Xxxxx Act of 2002, or related Items 307 or 308 10 of Regulation S-K X promulgated by the SEC (or (ii) Item 10(e) such other rule or regulation that amends, supplements or replaces such Rule 3-10, including for the avoidance of doubt, Rules 13-01 or 13-02 of Regulation S-K X promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained thereinSEC), (bx) Rule 3-09 of Regulation S-X (or such reports will not be required to contain financial information required by other rule or regulation that amends, supplements or replaces such Rule 3-09), Rule 3-10 or (y) Rule 3-16 of Regulation S-X (or such other rule or regulation that amends, supplements or replaces such Rule 3-16 or (z) any requirement to otherwise include any exhibits schedules or certifications required by Form 10-K separate financial statements of any of the Company’s Subsidiaries, Affiliates or Form 10-Q equity method investees; and (ii) within 15 Business Days (or any successor formssuch longer time if permitted under Form 8-K) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with after the presentation occurrence of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the Holders and to prospective investors, upon their request, the information an event required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holderstherein reported, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such all current reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holding’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website Form 8-K if the Company were required to file these reports to the extent such reports relate to the occurrence of any event which would require an 8-K to be filed (except to the extent the Company reasonably and in good faith determines that such an event is not material in any respect to the Holders of the Notes) pursuant to this Indenturethe following Items set forth in the instruction to Form 8-K: (i) Item 1.01 Entry into a Material Definitive Agreement; (ii) Item 1.02 Termination of a Material Definitive Agreement; (iii) Item 1.03 Bankruptcy or Receivership, (iv) Item 2.01 Completion of Acquisition or participate Disposition, (v) Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement, (vi) Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, (vii) Item 2.05 Costs Associated with Exit or Disposal Activities, (viii) Item 2.06 Material Impairment, (ix) Item 4.01 Change in any conference calls.Certifying Accountant, (x) Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, (xi) Item 5.01 Change in Control, (xii) Item 5.02 (a), (b), (c)(1) and (d)(1)-(3)

Reports and Other Information. (a) So long as any Notes are outstandingNotwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 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 SEC, Holdings the Company will deliver file with the SEC (and make available to the Trustee a copy of all and Holders of the information Notes (without exhibits), without cost to any Holder, within 15 days after it files them with the SEC) from and reports referred to below:after the Issue Date, (1i) within 120 90 days after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; (2ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the quarterly information that would be required to be filed contained in a current report Form 10-Q, or any successor or comparable form; and (iii) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K under K, or any successor or comparable form; in each case, in a manner that complies in all material respects with the Exchange Act on requirements specified in such form; provided that the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings Company shall not be required so obligated to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. file such reports with the SEC if the SEC does not permit such filing. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it Company will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (eb) Holdings Notwithstanding the foregoing, the Company shall also hold quarterly conference calls for the Holders not be required to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as comply with the Holdings’ equity investors and analysts). The conference call shall be following the last day Item 3-10 of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users Regulation S-X of the website described in Section 4.03(c)Securities Act. (fc) Notwithstanding anything herein to the other clauses in contrary, the Company will not be deemed to have failed to comply with any of its obligations under this Section 4.03 for purposes of Section 6.01(c) hereof until 90 days after the date any report is due under this Section 4.03, Holdings . (d) The Company will be deemed to have delivered such reports furnished the reports, documents and information referred to above to the Holders Trustee and the Trustee for all purposes Holders of Notes, and to the extent herein provided, to prospective investors, as required by this Indenture covenant if Holdings it has filed such reports with the SEC via using the XXXXX filing Electronic Data Gathering Analysis and Retrieval system (“XXXXX”) (or any successor system) or if such system is not available to the Company, if the Company has filed such reports, documents and information on the Company website, and in each such case, such reports are publicly available. In additionavailable thereon; provided, however, that the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed Trustee shall have no obligation whatsoever to have delivered determine whether or not such reports reports, documents and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided are available on Holdings’ XXXXX (or any successor system) or any such website. Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt of such shall not constitute actual or constructive knowledge or notice of any information contained therein or determinable from information contained therein, including Holdingthe Issuers’ or any other person’s compliance with any of its the covenants thereunder hereunder or the Notes (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateCertificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference calls.

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings will deliver Notwithstanding that the Issuer may not be subject to the Trustee a copy reporting requirements of all Section 13 or 15(d) of the information Exchange Act or otherwise report on an annual and reports referred quarterly basis on forms provided for such annual and quarterly reporting pursuant to belowrules and regulations promulgated by the SEC, the Issuer will provide to the Holders the following reports: (1) within 120 days after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the all financial information that would have been be required to be contained in an annual report on Form 10-K (under the Exchange Act, or any successor or comparable form) if Holdings had been , including a reporting company under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and a report on the Exchange Act, except to the extent permitted to be excluded annual financial statements by the SECIssuer’s independent registered public accounting firm; (2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the all financial information that would have been be required to be contained in a quarterly report on Form 10-Q (under the Exchange Act, or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly after within the occurrence applicable number of any of days specified in the following eventsSEC’s rules and regulations, all current reports of Holdings containing substantially all of the information that would be required to be filed in a current report with the SEC on Form 8-K under the Exchange Act on Act, or any successor or comparable form, in each case, in a manner that complies in all material respects with the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods requirements specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cureform. (b) In addition to providing such information addition, the Issuer will provide to the TrusteeHolders, Holdings by no later than April 30, 2013, a statement of its Station Operating Income for the Television Segment for the two fiscal quarter period ended December 31, 2012 and a reconciliation of Station Operating Income for the Television Segment to the most directly comparable financial measure calculated in accordance with GAAP; provided that this Section 4.11(b) shall make available not apply with respect to Holders any fiscal period in which the information required last proviso to be provided pursuant to clauses (1), (2) and (3Section 1(b) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or websiteNotes shall apply. (c) Notwithstanding Further, the foregoingIssuer will provide to the Holders, within 120 days after the end of the last fiscal quarter of each fiscal year, commencing with the fiscal year ended December 31, 2013, and within 60 days after the end of the second fiscal quarter of each fiscal year, commencing with the fiscal quarter ended June 30, 2013, a statement of its Station Operating Income for the Television Segment for the consecutive four fiscal quarter period ending with such fiscal quarter, together with Station Operating Income for the Television Segment for the comparable prior year periods and a reconciliation of Station Operating Income for the Television Segment to the most directly comparable financial measure calculated in accordance with GAAP; provided that this Section 4.11(c) shall not apply with respect to any fiscal period in which the last proviso to Section 1(b) of the Notes shall apply. (ad) Holdings Also, the Issuer will provide to the Holders, within 120 days after the end of the last fiscal quarter of each fiscal year, commencing with the fiscal year ended December 31, 2012, and within 60 days after the end of the second fiscal quarter of each fiscal year, commencing with the fiscal quarter ended June 30, 2013, a statement of its Secured Leverage Ratio as of the end of such fiscal year or such fiscal quarter, as applicable; provided that this Section 4.11(d) shall not apply with respect to any fiscal period in which the last proviso to Section 1(b) of the Notes shall apply. (e) The Issuer will not be required to deliver any information, certificates or reports that would otherwise be required by (i) include the information pursuant to Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein4.11(b), (bc) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include and (d) in any exhibits or certifications required by annual report on Form 10-K or quarterly report on Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) the Exchange Act but may include such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation an earnings release, press release or beneficial ownership informationother format permitted under Section 4.11(f). (df) Holdings The requirements set forth in Section 4.11(a) through (e) may be satisfied by (a) filing or furnishing such information with or to the SEC or (b) posting copies of such information on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which access will be given to Holders, prospective investors in the Notes (which prospective investors shall be limited to “qualified institutional buyers” within the meaning of Rule 144A of the Securities Act, non-U.S. persons (as defined in Regulation S under the Securities Act) and institutional “accredited investors” (as defined in Rule 501(a)(1), (2), (3) or (7) under the Securities Act) that certify their status as such to the reasonable satisfaction of the Issuer), and securities analysts and market making financial institutions that are reasonably satisfactory to the Issuer. The Trustee shall have no responsibility for determining whether or not such information has agreed thatbeen posted, and if any information has been posted to a website not maintained by the SEC, then the Issuer shall provide prompt notice of such posting to the Trustee. (g) In addition, to the extent not satisfied by the foregoing, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it Issuer will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (eh) Holdings Promptly after the Issuer’s earnings for the prior fiscal period have been made available, beginning when earnings for the quarter ended December 31, 2011 have been made available pursuant to this covenant, the Issuer shall also hold live quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts)opportunity to ask questions of management. The conference call shall be following No fewer than three Business Days prior to the last day date of each fiscal quarter of Holdings and not later than 20 Business Days from such conference call, the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings Issuer shall issue a press release to an appropriate U.S. wire service announcing the time and the date of such conference call (which date may be and directing the same date on which the press release is issued) and providing instructions for Holdersbeneficial owners of, securities analysts and prospective investors in, the Notes and securities analysts how to obtain access to such conference call; provided, however, that . The Trustee shall have no responsibility for determining whether or not such press release can be distributed solely to certified users of the website described in Section 4.03(c)conference calls have been held. (fi) Notwithstanding If the other clauses Issuer has designated any of its Subsidiaries as Unrestricted Subsidiaries and such Unrestricted Subsidiaries, either individually or collectively, would otherwise have been a Significant Subsidiary, then the annual and quarterly financial information required under this section shall include a reasonably detailed presentation, as determined in this Section 4.03Good Faith by the Issuer, Holdings will be deemed to have delivered such reports and information referred to above either on the face of the financial statements or in the footnotes to the Holders financial statements and in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section, 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 such Unrestricted Subsidiaries. (j) In the event that any Parent of the Issuer becomes a full and unconditional guarantor of the Notes, the Issuer may satisfy its obligations under this covenant to provide consolidated financial information of the Issuer by furnishing consolidated financial information relating to such Parent; provided that (a) such financial statements are accompanied by consolidating financial information for such Parent, the Issuer, the Guarantors and the Trustee for all purposes of this Indenture if Holdings has filed such reports with Non-Guarantor Subsidiaries in the manner prescribed by the SEC via and (b) such Parent is not engaged in any business in any material respect other than incidental or related to its ownership, directly or indirectly, of the XXXXX filing system Capital Stock of the Issuer. (or any successor systemk) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only only, and the Trustee’s receipt of such reports shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holdingthe Issuer’s compliance with any of its covenants thereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference calls.

Reports and Other Information. (a) So long as any Notes are outstandingNotwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 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 SEC, Holdings will deliver the Issuer shall file with the SEC (and make available to the Trustee a copy of all and Holders of the information Notes (without exhibits), without cost to any Holder, within 15 days after it files them with the SEC) from and reports referred to below:after the Issue Date, (1) within 120 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; (2) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the quarterly information that would be required to be filed contained in a current report Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K under K, or any successor or comparable form; and (4) any other information, documents and other reports which the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that Issuer would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations file with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not if it were subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted ; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to furnish file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer shall make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within 15 days after the time the Issuer would be required to file such information with certain information pursuant the SEC if it were subject to Rule 12g3-2(bSection 13 or 15(d) of the Exchange Act. In addition, it will to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (eb) Holdings shall also hold quarterly conference calls for In the Holders event that any direct or indirect parent company of the Issuer becomes a Guarantor of the Notes, the Issuer may satisfy its obligations under this Section 4.03 with respect to discuss financial information for relating to the previous quarter (it being understood Issuer by furnishing financial information relating to such parent; provided that such quarterly conference call may be the same conference call as with is accompanied by consolidating information that explains in reasonable detail the Holdings’ equity investors and analysts). The conference call shall be following differences between the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access relating to such call; providedparent, howeveron the one hand, that such press release can be distributed solely and the information relating to certified users of the website described in Section 4.03(c)Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. (fc) Notwithstanding anything herein to the other clauses in this Section 4.03contrary, Holdings will the Issuer shall not be deemed to have delivered such reports and information referred failed to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holding’s compliance comply with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants obligations set forth under this Indenture or with respect to Section 4.03 for purposes of clause (3) of Section 6.01(a) hereof until 60 days after the date any reports or other documents filed with the SEC or posted on Holdings’ website report is due pursuant to this Indenture, or participate in any conference callsSection 4.03.

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings will deliver The Issuer shall furnish to the Holders or file with the Trustee a copy of all of and cause the information and reports referred Trustee to provide to the Holders no later than 15 days after the periods set forth below:, (1) within 120 days after the end of each fiscal year of the Issuer, audited year-end consolidated financial statements of the Issuer and its Subsidiaries (including a balance sheet, annual reports statement of Holdings for such fiscal year containing the information that would have been required to be contained operations and statements of cash flows and a consolidating footnote) prepared in an annual report on Form 10-K (or any successor or comparable form) if Holdings had been accordance with GAAP, including a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC“Management’s Discussion and Analysis of Financial Condition and Results of Operations”; (2) within 60 days after the end of each of the first three fiscal quarters of each fiscal yearyear of the Issuer, unaudited quarterly reports consolidated financial statements of Holdings for such fiscal quarter containing the information that would have been required to be contained Issuer and its Subsidiaries (including a balance sheet, statement of operations and statements of cash flows) prepared in accordance with GAAP, including a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC“Management’s Discussion and Analysis of Financial Condition and Results of Operations”; and (3) promptly after the occurrence of any of the following events, all current reports of Holdings containing substantially all of the information that would be required to be filed in a current report with the SEC on Form 8-K under or any successor or comparable form (if the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings Issuer had been a reporting company under Section 15(d) of the Exchange Act); provided, however, that the foregoing shall not obligate the Issuer to (i) that no such current reports will be make available any information otherwise required to be delivered included on a Form 8-K regarding the occurrence of any such events if Holdings the Issuer determines in its good faith judgment that such event that would otherwise be required to be disclosed is not material to the Holders of the Notes or the business, assets, operations, financial position positions or prospects of Holdings the Issuer and its Restricted Subsidiaries, Subsidiaries taken as a whole and or (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K: (a) the entry into or termination of material agreements; (b) significant acquisitions or dispositions (which shall only be with respect to acquisitions or dispositions that are “significant” pursuant to the definition of “significant subsidiary” in Rule 1-02(w)(2) of Regulation S-X); (c) the sale of equity securities; (d) bankruptcy; (e) cross-default under direct material financial obligations; (f) a change in the Issuer’s certifying independent auditor; (g) the appointment or departure of directors or executive officers (but only to the extent required by Form 8-K); (h) non-reliance on previously issued financial statements; (i) change of control transactions; (j) triggering events that accelerate or increase a direct financial obligation or an obligation under an off-balance sheet arrangement; and (k) material impairments, in each case, in a manner that complies in all material respects with the requirements specified in such form, except as described above or below; provided, however, that the Issuer shall not be required to (i) 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 or (ii) provide separate financial statements or other information contemplated by Rule 3-09, 3-10 or 3-16 of Regulation S-X, or in each case any successor provisions including Rule 13-01 and 13-02 of Regulation S-X; provided that, if the Issuer has designated any of its Subsidiaries as an Unrestricted Subsidiary and 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 clauses (1) and (2) above shall include a presentation of selected financial metrics of such Unrestricted Subsidiaries as a group in the “Management’s discussion and analysis of financial condition and results of operations.” In addition, notwithstanding the foregoing, the Issuer will not be required to (i) comply with Sections 302, 906 and 404 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, or (ii) otherwise furnish any information, certificates or reports required by Items 307 or 308 of Regulation S-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) above and such information is subsequently filed or furnished, as applicable, the Issuers shall Issuer will be deemed to have satisfied their its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 2530% in principal amount of the then total outstanding Notes have declared the principal ofprincipal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) . In addition to providing such information addition, to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, extent not satisfied by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed thatIssuer shall, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of the Exchange Actare outstanding, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holding’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference calls.

Reports and Other Information. (a) So long as any Notes are outstandingNotwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 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 SEC, Holdings will deliver the Issuer shall file with the SEC (and make available to the Trustee a copy of all of and Holders (without exhibits), without cost to any Holder, within 15 days after it files them with the information SEC) from and reports referred to below:after the Issue Date, (1i) within 120 90 days after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; (2ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the quarterly information that would be required to be filed contained in a current report Form 10-Q, or any successor or comparable form; and (iii) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K under K, or any successor or comparable form, in each case, in a manner that complies in all material respects with the Exchange Act on requirements specified in such form; provided that the Issue Date pursuant Issuer shall not be so obligated to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to file such reports with the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, SEC (i) that no if the SEC does not permit such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders filing or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings prior to consummation of the Exchange Offer or effectiveness of the Shelf Registration Statement with respect to the Initial Notes, in which event the Issuer shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnishedto prospective purchasers of Notes, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to (subject, in the Trustee, Holdings shall make available to Holders the information case of required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any financial information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences exceptions consistent with the presentation of financial and other information in this offering memorandum the Offering Memorandum) to the Trustee and shall not the Holders, in each case within 15 days after the applicable time the Issuer would be required to present compensation or beneficial ownership information. (d) Holdings has agreed thatfile such information with the SEC, pursuant to the immediately preceding sentence. To the extent not satisfied by the foregoing, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will Issuer shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. Any report required to be delivered under clause (ii) of this Section 4.03(a) prior to the first date of delivery of a report pursuant to clause (i) of this Section 4.03(a) following the Issue Date shall not be required to contain all purchase accounting adjustments relating to the Transactions to the extent it is not practicable to include any such adjustments in such report. (eb) Holdings The Issuer shall also hold quarterly conference calls for the Holders be permitted to discuss satisfy its obligations under this Section 4.03 with respect to financial information for relating to the previous quarter Issuer by furnishing financial information relating to Holdings (it being understood or any parent entity of Holdings) as long as Holdings (or any such parent entity of Holdings) provides a Guarantee of the Notes; provided that such quarterly conference call may be the same conference call as with is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Holdings’ equity investors , on the one hand, and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings information relating to the Issuer and not later than 20 Business Days from its Restricted Subsidiaries on a standalone basis, on the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c)other hand. (fc) Notwithstanding the other clauses in this Section 4.03foregoing, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will shall be deemed satisfied prior to the commencement of the Exchange Offer or the effectiveness of the Shelf Registration Statement for the Initial Notes by (1) the filing with the SEC of the Exchange Offer Registration Statement or the Shelf Registration Statement (or any other similar registration statement), and Holdings will be deemed any amendments thereto, with such financial information that satisfies Regulation S-X of the Securities Act, subject to have delivered such reports and exceptions consistent with the presentation of financial information referred in the Offering Memorandum, to above the extent filed within the time specified above, or (2) by posting on its website or providing to the Trustee for all purposes of this Indenture by the posting applicable date the Issuer would be required to file such information as specified above, the financial information (including a “Management’s Discussion and Analysis of reports Financial Condition and information Results of Operations” section) that would be required to be provided on Holdings’ website. Delivery of included in such reports, subject to exceptions consistent with the presentation of financial information and documents in the Offering Memorandum, to the Trustee is extent posted within the times specified above. (d) Notwithstanding anything to the contrary herein, the financial information for informational purposes only and the Trustee’s receipt of such fiscal quarter ended July 3, 2010 shall not constitute constructive notice of be required to comply with Regulation S-X so long as it is prepared in a manner consistent with the financial information provided in the Offering Memorandum or include any information contained therein purchase accounting adjustments or determinable from information contained thereinfinancial statement footnotes. (e) Notwithstanding anything herein to the contrary, including Holding’s compliance the Issuer shall not be deemed to have failed to comply with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants obligations under this Indenture or with respect to Section 4.03 for purposes of clause (c) of Section 6.01 hereof until 90 days after the date any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to report is due under this Indenture, or participate in any conference callsSection 4.03.

Reports and Other Information. (a) So long as any Notes are outstandingNotwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 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 SEC, Holdings will deliver the Issuer shall file with the SEC (and make available to the Trustee a copy of all and Holders of the information Notes (without exhibits), without cost to any Holder, within 15 days after the Issuer files them with the SEC) from and reports referred to below:after the Issue Date, (1) within 120 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; (2) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the quarterly information that would be required to be filed contained in a current report Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K under K, or any successor or comparable form; and (4) any other information, documents and other reports that the Exchange Act on Issuer would be required to file with the Issue Date pursuant SEC if it were subject to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoingSection 13 or 15(d) of Form 8-K if Holdings had been a reporting company under the Exchange Act; providedin each case, however, (i) in a manner that no complies in all material respects with the requirements specified in such current reports will be required to be delivered if Holdings determines in its good faith judgment form; provided that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings Issuer shall not be required so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer shall make available copies such information to prospective purchasers of any agreementsNotes, financial statements or other items that in addition to delivering such information to the Trustee and the Holders of the Notes, in each case within 15 days after the time the Issuer would be required to file such information with the SEC, if it were subject to Sections 13 or 15(d) of the Exchange Act, which obligation to deliver such information may be filed as exhibits to a current report satisfied by posting such information on Form 8-K. its website within the time period specified above. To the extent any such information is not so filed or furnished, as applicable, furnished within the time periods specified in this Section 4.03(a) above and such information is subsequently filed or furnishedfurnished (including upon becoming publicly available, as applicableby filing such information with the SEC), the Issuers shall Issuer will be deemed to have satisfied their its obligations with respect thereto at such time and any Default default with respect thereto shall be deemed to have been cured; provided provided, that such cure shall not otherwise affect the rights of the Holders under Article VI 6 hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal ofprincipal, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) . In addition to providing such information addition, to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, extent not satisfied by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports Issuer shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (eb) Holdings shall also hold quarterly conference calls for In the Holders event that any direct or indirect parent company of the Issuer becomes a guarantor of the Notes, the Issuer may satisfy its obligations under this Section 4.03 with respect to discuss financial information for relating to the previous quarter (it being understood Issuer by furnishing financial information relating to such parent; provided that such quarterly conference call may be the same conference call as with is accompanied by consolidating information that explains in reasonable detail the Holdings’ equity investors and analysts). The conference call shall be following differences between the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access relating to such call; providedparent, howeveron the one hand, that such press release can be distributed solely and the information relating to certified users of the website described in Section 4.03(c)Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. (fc) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee as may be required pursuant to this Section 4.03 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 the information contained therein, including Holdingthe Issuer’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference callshereunder.

Reports and Other Information. (a) So long as any Notes are outstandingNotwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 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 SEC, Holdings will deliver the Company shall file with the SEC (and make available to the Trustee a copy of all and Holders of the information and reports referred Notes (without exhibits), without cost to below:each Holder, within 15 days after it files them with the SEC): (1) within 120 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act that would apply if the Company were required to file a Form 10-K) after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; (2) within 60 45 days (or any other time period then in effect under the rules and regulations of the Exchange Act that would apply if the Company were required to file a Form 10-Q) after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (Q, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SEC; andcontained therein, or required in such successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any of successor or comparable form; and (4) any other information, documents and other reports which the following events, current reports of Holdings containing substantially all of the information that Company would be required to be filed in a current report on Form 8-K under file with the Exchange Act on the Issue Date pursuant SEC if it were subject to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoingSection 15(d) of Form 8-K if Holdings had been a reporting company under the Exchange Act; providedin each case, however, (i) in a manner that no complies in all material respects with the requirements specified in such current reports will be required to be delivered if Holdings determines in its good faith judgment form; provided that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings Company shall not be required so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Company shall make available copies such information to Holders, which obligations may be satisfied by posting such reports on the website of the Company or on any agreementspassword protected website, financial statements or other items that in addition to providing such information to the Trustee and the Holders of the Notes, in each case at the Company’s expense and by the applicable date the Company would be required to be filed as exhibits file such information with the SEC, if it were subject to a current report on Form 8-K. Section 15(d) of the Exchange Act. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) above and such information is subsequently filed or furnished, as applicable, the Issuers shall Company will be deemed to have satisfied their its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof Five if Holders of at least 25% in principal amount of the then total outstanding Outstanding Notes have declared the principal ofprincipal, premium, if any, interest and any other monetary obligations on all the then outstanding Outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) . In addition to providing such information addition, to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, extent not satisfied by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings the Company will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed agree that, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Actare outstanding, it will furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders . The Company may satisfy its obligations under this Section 1009 with respect to discuss financial information for relating to the previous quarter (it being understood Company by furnishing financial information relating to Parent or any other parent that such quarterly conference call may be is a Guarantor; provided that the same conference call as with is accompanied by consolidating information that explains in reasonable detail the Holdings’ equity investors and analysts). The conference call shall be following differences between the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access relating to such call; providedparent, howeveron the one hand, that such press release can be distributed solely and the information relating to certified users of the website described in Section 4.03(c). (f) Notwithstanding Company and the Restricted Subsidiaries on a standalone basis, on the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ websitehand. 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 Holdingthe Company’s compliance with any of its covenants thereunder hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateCertificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference calls.

Reports and Other Information. (a) So long as any Notes are outstandingNotwithstanding that the Issuer may not be subject to the reporting requirements of Section 13 or 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 SEC, Holdings will deliver the Issuer shall file with the SEC (and make available to the Trustee a copy of all and Holders of the information Notes (without exhibits), without cost to any Holder, within 15 days after the Issuer files with the SEC) from and reports referred to below:after the Issue Date, (1) within 120 90 days (or any other time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-K by a non-accelerated filer) after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; (2) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the information that would be required to be filed contained in a current report Form 10-Q, or any successor or comparable form; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K under K, or any successor or comparable form; and (4) any other information, documents and other reports which the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that Issuer would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations file with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not if it were subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted ; in each case in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to furnish file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer shall make available such information to prospective purchasers of Notes, in addition to providing such information to the Trustee and the Holders of the Notes, in each case within 15 days after the time the Issuer would be required to file such information with certain information pursuant the SEC if it were subject to Rule 12g3-2(bSection 13 or 15(d) of the Exchange Act. In addition, it will furnish to the extent not satisfied by the foregoing, the Issuer shall, for so long as any Notes are outstanding, furnish or otherwise make available to 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. (eb) Holdings shall also hold quarterly conference calls for In the Holders event that any direct or indirect parent company of the Issuer becomes a Guarantor of the Notes, the Issuer may satisfy its obligations under this Section 4.03 with respect to discuss financial information for relating to the previous quarter (it being understood Issuer by furnishing financial information relating to such parent; provided that such quarterly conference call may be the same conference call as with is accompanied by consolidating information that explains in reasonable detail the Holdings’ equity investors and analysts). The conference call shall be following differences between the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access relating to such call; providedparent, howeveron the one hand, that such press release can be distributed solely and the information relating to certified users of the website described in Section 4.03(c)Issuer and its Restricted Subsidiaries on a standalone basis, on the other hand. (fc) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In additionforegoing, the requirements of this Section 4.03 will shall be deemed satisfied (1) by the filing with the SEC, or (2) by posting (in the manner specified in the next succeeding sentence), or providing to the Trustee, in each case within 15 days after the time the Issuer would be required to file such information with the SEC if the Issuer were subject to Section 13 or 15(d) of the Exchange Act, the consolidated financial statements of the Issuer for such period prepared in accordance with GAAP, together with (i) a “Management’s Discussion and Holdings Analysis of Financial Condition and Results of Operations” with respect to such financial statements substantially similar to that which would be included in the applicable SEC report (if the Issuer were required to prepare and file such form) and (ii) in the case of the annual consolidated financial statements of the Issuer, a report thereon by the Issuer’s independent auditors; provided that the Issuer shall not be required to include (a) any consolidating financial information with respect to the Issuer, any Guarantor or any other affiliate of the Issuer, or any separate financial statements or information for the Issuer, any Guarantor or any other affiliate of the Issuer, (b) any adjustment that would be required by any SEC rule, regulation or interpretation, including but not limited to any “push down” accounting adjustment or (c) any business unit reporting different from the segment reporting presented by the Issuer in the Offering Memorandum. To the extent that the Issuer shall elect to post the information referenced in clause (2) above, the Issuer shall post such information on either (i) a public website as may be then maintained by the Issuer or (ii) a website (which may be nonpublic) to which access is given to Holders, prospective investors in the Notes that are “qualified institutional buyers” within the meaning of Rule 144A under the Securities Act and certify their status as such to the reasonable satisfaction of the Issuer, and securities analysts and market-making financial institutions reasonably satisfactory to the Issuer. If the Issuer determines in good faith that it cannot make such information available in the manner described in the preceding sentence after the use of all commercially reasonable efforts, the Issuer shall instead furnish such information to the Trustee and Holders of the Notes. (d) The Issuer will hold a teleconference with the Holders of Notes once during each fiscal quarter. The Issuer will notify the Holders of the Notes at least five business days prior to the date of any teleconference required to be held in accordance with this paragraph, of the time and date of such teleconference and including all information necessary to access such teleconference or directing Holders of Notes to contact the appropriate person at the Issuer to obtain such information with a copy of such notice to be provided to the Trustee. (e) Notwithstanding anything herein to the contrary, the Issuer will not be deemed to have delivered such reports and information referred failed to above to the Trustee comply with any of its agreements set forth under Section 4.03(a) through 4.03(d) for all purposes of this Indenture by Section 6.01(a)(3) until 120 days after the posting of reports and information that would be date any report is required to be filed with the SEC (or posted on the Issuer’s website or provided on Holdings’ websiteto the Trustee) pursuant to this Section 4.03. Delivery of such reports, information and documents to the Trustee under this Section 4.03, as well as any other reports, information and documents required under this Indenture (aside from any report that is expressly the responsibility of the Trustee subject to the terms hereof), 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 Holdingthe Issuer’s compliance with any of its covenants thereunder hereunder (as to which the Trustee is entitled to conclusively rely exclusively on an Officer’s CertificateCertificates). The Trustee shall not be obligated to monitor have no responsibility or confirmliability for the filing, on a continuing basis timeliness or otherwisecontent of any report required under this Section 4.03 or any other reports, Holdings’ compliance with the covenants information and documents required under this Indenture or with respect (aside from any report that is expressly the responsibility of the Trustee subject to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference callsterms hereof).

Reports and Other Information. (a) So long as any the Notes are outstanding, Holdings will deliver the Company shall furnish to the Trustee and the Holders, and post on a copy of all of the information and reports referred to belowpassword-protected website: (1) within 120 days after the end of each fiscal yearyear ending after the Issue Date, an annual reports report of Holdings for such fiscal year the Company containing substantially the same information that would have been required to be contained in an annual report Annual Report on Form 10-K (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to including (A) “Management’s discussion and analysis of financial condition and results of operations”, (B) audited financial statements prepared in accordance with GAAP and (C) a qualitative presentation of non-Guarantor financial information consistent with the extent permitted to be excluded by the SECpresentation thereof in this offering memorandum and derived from such financial statements; (2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter the Company containing substantially the same information that would have been required to be contained in a quarterly report Quarterly Report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to including (A) “Management’s discussion and analysis of financial condition and results of operations”, (B) unaudited quarterly financial statements prepared in accordance with GAAP and (C) a qualitative presentation of non-Guarantor financial information consistent with the extent permitted to be excluded by the SECpresentation thereof in this offering memorandum and derived from such financial statements; and (3) promptly after within 10 Business Days of the occurrence of any of the following events, current reports of Holdings containing substantially all of the information that would be an event required to be filed therein reported, such other reports containing substantially the same information required to be contained in a current report Current Report on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 under Items 1.01 and 4, Items 5.01, 5.02(a), 1.02 (b) and (c) and Item 9.01 (only in each case to the extent relating related to any acquisitions, dispositions or financings), 2.01, 2.03, 2.04, 3.03 (to the extent related to modifications of the foregoing) terms of the Notes), 4.02, 5.01, 7.01, 8.01 and 9.01 of such Form 8-K if Holdings had been a reporting company under the Exchange Actor any successor form; provided, however, that (ia) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, contain separate financial statements for Guarantors or other items Non-Guarantor Restricted Subsidiaries that would be required to be filed as exhibits to a current report on Form 8under Section 3-K. To 10 or Section 3-16 of Regulation S-X, respectively, promulgated by the extent any such information is not so filed or furnishedSEC, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings reports shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver include any information, certificates or reports that would otherwise be information required by Item 9A of Form 10-K, Items 307 or 308 of Regulation S-K (ior, in each case, any successor item or provision in respect thereof) Section 302 or any other rule or regulation implementing Section 404 of the Xxxxxxxx-Xxxxx Act of 2002), or related Items 307 or 308 by Item 402 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will K. The Company shall not be required to contain financial information required by Rule 3-09furnish to the Trustee or Holders (or otherwise make available to Holders upon request), Rule 3-10 any documents that would otherwise be filed as exhibits to an Annual Report or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K K, Quarterly Report or Form 10-Q (or any successor forms) Current Report or related rules under Regulation SForm 8-K K. Notwithstanding the foregoing, the Company may fulfill the requirement to distribute the foregoing reports and (c) information by filing or furnishing the information with the SEC in a manner that results in such reports shall be subject to exceptions, exclusions and other differences consistent with information being posted on the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such callSEC’s public website; provided, however, that such press release can be distributed solely the Trustee shall have no obligation whatsoever to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered determine if such reports and information referred to above have been so provided to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ websiteSEC. 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 Holdingthe Company’s compliance with any of its covenants thereunder hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference calls.

Reports and Other Information. The Company shall file with the Commission (a) So long as any Notes are outstanding, Holdings will deliver and make available to the Trustee a copy of all of and Holders (without exhibits), without cost to each Holder, within 15 days after it files with the information and reports referred to below:Commission): (1) within 120 90 days (or the successor time period then in effect under the rules and regulations of the Exchange Act) after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; (2) within 60 45 days (or the successor time period then in effect under the rules and regulations of the Exchange Act) after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter on Form 10-Q, containing the information that would have been required to be contained in a quarterly report on Form 10-Q (therein, or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any of successor or comparable form; and (4) any other information, documents and other reports which the following events, current reports of Holdings containing substantially all of the information that Company would be required to be filed in a current report on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent file with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not Commission if it were subject to Section 13 or 15(d) of the Exchange Act; provided that the Company shall not be so obligated to file such reports with the Commission if the Commission does not permit such filing, in which event the Company shall make available such information to prospective purchasers of the Notes, in addition to providing such information to the Trustee and the Holders in each case within 15 days after the time the Company would be required to file such information with the Commission, if it were subject to Sections 13 or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b15(d) of the Exchange Act, it will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, howeverfurther, that such press release can nothing herein shall be distributed solely construed so as to certified users of require the website described Company to include in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and any information referred to above to the Holders and the Trustee for all purposes specified in Rule 3-16 of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Regulation S-X .. 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 Holdingthe Company’s compliance with any of its covenants thereunder hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates). The Trustee shall not be obligated For so long as Parent is a Guarantor of the Notes, this Indenture will permit the Company to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants satisfy its obligations under this Indenture or Section 1009 with respect to any reports or financial information relating to the Company by furnishing financial information relating to Parent; provided that the same is accompanied by consolidating information that explains in reasonable detail the differences between the information relating to Parent, on the one hand, and the information relating to the Company and the Restricted Subsidiaries on a standalone basis, on the other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference callshand.

Reports and Other Information. (a) So long as any Notes The Company will file with the Commission within the time periods specified in the Commission’s rules and regulations that are outstanding, Holdings will deliver then applicable to the Trustee a copy Company (or if the Company is not then subject to the reporting requirements of all Section 13 or Section 15(d) of the information Exchange Act, then the time periods for filing applicable to a filer that is not an “accelerated filer” as defined in such rules and reports referred to below:regulations): (1) within 120 days after the end of each fiscal year, all quarterly and annual reports of Holdings for such fiscal year containing the financial information that would have been be required to be contained in an annual report a filing with the Commission on Form Forms 10-Q (or any successor or comparable form) and 10-K (or any successor or comparable form) if Holdings had been the Company were required to file such Forms, including a reporting company under the Exchange Act“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, except with respect to the extent permitted to be excluded annual information only, a report on the annual financial statements by the SEC;Company’s certified independent accountants; and (2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly all current reports of Holdings for such fiscal quarter containing the information that would have been be required to be contained in a quarterly report filed with the Commission on Form 108-Q K (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the information that would be Company were required to be filed file such reports, in each case, in a current report on Form 8-K under manner that complies in all material respects with the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods requirements specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cureform. (b) In addition Notwithstanding Section 4.06(a), the Company will not be obligated to providing file such reports with the Commission if the Commission does not permit such filing, so long as the Company provides such information to the Trustee, Holdings shall make Trustee and the Holders and makes available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding prospective purchasers of the foregoingNotes, (a) Holdings will not in each case at the Company’s expense and by the applicable date the Company would be required to deliver any informationfile such information pursuant to Section 4.06(a). In addition, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of to the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated extent not satisfied by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed thatforegoing, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of are outstanding, the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it Company will furnish to the Holders and to prospective investorspurchasers of the Notes, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (ec) Holdings shall also hold The requirements set forth in Section 4.06(a) and 4.06(b) may be satisfied by delivering such information to the Trustee and posting copies of such information on a website (which may be non-public and may be maintained by the Company or a third party) to which access will be given to Holders and prospective purchasers of the Notes. (d) At any time that the Company is not subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act, no later than five Business Days after the date of the annual and quarterly conference calls for the Holders to discuss financial information for the previous quarter prior fiscal period have been filed or furnished pursuant to clause (it being understood that such 1) of Section 4.06(a), the Company shall also hold live quarterly conference call may be calls with the same opportunity to ask questions of management (which conference call as requirement shall be deemed satisfied to the extent that the Company holds a quarterly earnings call with its equity holders in which the Holdings’ equity investors and analystsHolders are able to participate). The No fewer than ten Business Days prior to the date such conference call shall is to be following held, the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings Company shall issue a press release to the appropriate U.S. wire services announcing such quarterly conference call for the benefit of the Holders, beneficial owners of the Notes, prospective purchasers of the Notes, securities analysts and market making financial institutions, which press release shall contain the time and the date of such conference call and direct the recipients thereof to contact an individual at the Company (which date may for whom contact information shall be the same date on which the press release is issuedprovided in such notice) and providing instructions for Holders, securities analysts and prospective investors to obtain information on how to access to such quarterly conference call; provided. (e) If the Company has designated any of its Subsidiaries as Unrestricted Subsidiaries, however, that and such press release can be distributed solely to certified users Unrestricted Subsidiaries hold more than 10.0% of the website described Total Assets of the Company on a consolidated basis, then the quarterly and annual financial information required by Section 4.06(a) shall include a reasonably detailed presentation, either on the face of the financial statements or in Section 4.03(c)the footnotes thereto, and in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section 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. (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holdingthe Company’s compliance with any of its covenants thereunder under this Indenture (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ the Company’s compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC Commission or posted on Holdings’ website pursuant to under this Indenture, Indenture or participate in any conference calls.

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings will deliver Notwithstanding that the Issuer may not be subject to the Trustee a copy reporting requirements of all Section 13 or 15(d) of the information Exchange Act or otherwise report on an annual and reports referred quarterly basis on forms provided for such annual and quarterly reporting pursuant to belowrules and regulations promulgated by the SEC as required by Section 13 or 15(d) of the Exchange Act, the Issuer shall file with the SEC (and make available, without exhibits and without cost, to (i) any Holder of the Notes, upon their request, and (ii) the Trustee, in each case within 15 days after it files them with the SEC, to the extent not publicly available on the SEC’s EXXXX system or the Issuer’s public website) from and after the Issue Date: (1) within 120 days after the end time period then in effect under the rules and regulations of each fiscal yearthe Exchange Act with respect to the filing of a Form 10-K for a non-accelerated filer, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been a reporting company under , containing the Exchange Act, except to the extent permitted information required to be excluded by the SECcontained therein, or required in such successor or comparable form; (2) within 60 days after the end time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a Form 10-Q for a non-accelerated filer, for each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the quarterly information that would be required to be filed contained in Form 10-Q, or any successor or comparable form; (3) within the time period then in effect under the rules and regulations of the Exchange Act with respect to the filing of a current report Form 8-K, after the occurrence of an event required to be therein reported, such other reports on Form 8-K K, or any successor or comparable form; and (4) any other information, documents and other reports which the Issuer would be required to file with the SEC if it were subject to Section 13 or 15(d) of the Exchange Act; in each case, in a manner that complies in all material respects with the requirements specified in such form; provided that the Issuer shall not be so obligated to file such reports with the SEC if the SEC does not permit such filing, provided, however, in such case, the Issuer shall provide such information to the Trustee and the Holders, prospective investors that certify they are qualified institutional buyers, securities analysts and market makers (“Permitted Parties”) by the date the Issuer would be required to file such information with the SEC, if it were subject to Section 13 or 15(d) of the Exchange Act. The requirements set forth in this paragraph may be satisfied by delivering such information to the Trustee and posting copies of such information on a website (which may be nonpublic and may be maintained by the Issuer or a third party) to which Permitted Parties are given access and to which such information is posted. Unless the Issuer is otherwise obligated to do so under the Exchange Act on or the Issue Date pursuant rules and regulations promulgated by the SEC thereunder, such reports referred to Sections in clauses (1) through (4) above shall not be required: (a) to comply with Section 302 or Section 404 of the Sxxxxxxx-Xxxxx Act of 2002, 2 or related Items 307 and 4, Items 5.01, 5.02(a), 308 of Regulation S-K promulgated by the SEC; (b) to contain the separate financial information for 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, or “segment reporting” and the “Compensation Discussion and Analysis” required by Item 402(b) of Regulation S-K or beneficial ownership information required by Item 403 of Regulation S-K (it being understood that the Issuer shall furnish summary historical financial information with respect to the non-Guarantors on a basis substantially consistent with the financial information presented in the fifth sentence of the third paragraph under “Description of Notes—Guarantees” in the Offering Memorandum with respect to the historical period for which the report relates); and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company comply with Regulation G under the Exchange Act; provided, however, (iAct or Item 10(e) that no such current reports will be required of Regulation S-K with respect to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, any non-GAAP financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. measures contained therein. To the extent any such information report referred to in clauses (1) through (4) above is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) above and such information is reports are subsequently filed or furnished, as applicable, the Issuers Issuer shall be deemed to have satisfied their its obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of. In addition, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, extent not satisfied by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed Issuer agrees that, for so long as any Notes remain are outstanding during any period when Holdings is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to and constitute “restricted securities” under Rule 12g3-2(b) of the Exchange Act144, it will shall furnish to the Holders and to securities analysts and prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holdingthe Issuer’s compliance with any of its covenants thereunder hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateCertificates). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference calls.

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings will deliver Notwithstanding that the Issuer may not be subject to the Trustee a copy reporting requirements of all Section 13 or 15(d) of the information Exchange Act or otherwise report on an annual and reports referred quarterly basis on forms provided for such annual and quarterly reporting pursuant to belowrules and regulations promulgated by the SEC, from and after the Issue Date, the Issuer will furnish to the Trustee: (1) within 120 days (150 days in the case of the fiscal year ending after the Issue Date) after the end of each fiscal yearyear ending after the Issue Date (or if such day is not a Business Day, annual reports of Holdings for such fiscal year containing on the next succeeding Business Day), all financial information that would have been be required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been , filed with the SEC, including a reporting company under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and a report on the Exchange Act, except to the extent permitted to be excluded annual financial statements by the SECIssuer’s independent registered public accounting firm; (2) within 60 days (75 days in the case of the first three fiscal quarters ending after the Issue Date) after the end of each of the first three fiscal quarters of each fiscal yearyear ending after the Issue Date (or if such day is not a Business Day, quarterly reports of Holdings for such fiscal quarter containing on the next succeeding Business Day), all financial information that would have been be required to be contained in a quarterly report on Form 10-Q (Q, or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by filed with the SEC, including a “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and financial statements prepared in accordance with GAAP; and (3) promptly within 10 Business Days (and not required to be sooner than the filing deadlines applied to current reports on Form 8-K) after the occurrence of any of the following events, all current reports of Holdings containing substantially all of the information that would be required to be filed in a current report with the SEC on Form 8-K under the Exchange Act as in effect on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to if the extent relating to any of the foregoing) of Form 8-K if Holdings Issuer had been a reporting company Issuer under Section 15(d) of the Exchange Act); provided, however, that the foregoing shall not obligate the Issuer to make available (i) any information regarding the occurrence of any of the following events if the Issuer determines in its reasonable determination that no such current reports will event that would otherwise be required to be delivered if Holdings determines in its good faith judgment that such event disclosed is not material to the Holders or the business, assets, operations, financial position positions or prospects of Holdings the Issuer and its Restricted Subsidiaries, Subsidiaries taken as a whole and whole, (ii) Holdings shall not be required to make available an exhibit or 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, officer or manager of the Issuer or any of its Subsidiaries, (iii) copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent K or (iv) any such trade secrets, privileged or confidential information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) obtained from another Person and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure.competitively sensitive information: (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 the entry into or Section 404 termination of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or material agreements; (ii) Item 10(e) of Regulation S-K promulgated by the SEC significant acquisitions or dispositions (which shall only be with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required acquisitions or dispositions that are significant pursuant to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 the definition of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information.“Significant Subsidiary”); (diii) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holding’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference calls.bankruptcy;

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings will deliver unless the Company is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act or is a “voluntary filer” and, in each case, otherwise complies with such reporting requirements, the Company must provide without cost in electronic format to the Trustee a copy of all of and the information and reports referred to belowHolders: (1i) within 120 45 days after of the end of each any fiscal quarter (or, if later, any permitted extensions as provided for by the SEC from time to time) (other than any fiscal quarter end that coincides with the end of a fiscal year), all quarterly and, within 90 days of the end of any fiscal year, annual reports of Holdings for such fiscal year containing the information financial statements (including footnote disclosure) that would have been required to be contained in an annual report on Form 10-K (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; (2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report filing with the SEC on Form Forms 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the information that would be required to be filed in a current report on Form 8and 10-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnishedK, as applicable, within if the time periods specified in this Section 4.03(a) Company were required to file these Forms, and such information is subsequently filed or furnisheda “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been curedthe annual information only, a report on the annual financial statements by the Company’s certified independent accountants; provided that in no event shall such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded financial statements or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not reports be required to deliver any information, certificates or reports that would otherwise be required by comply with (iw) Section 302 or Section 404 of the XxxxxxxxRule 3-Xxxxx Act of 2002, or related Items 307 or 308 10 of Regulation S-K X promulgated by the SEC (or (ii) Item 10(e) such other rule or regulation that amends, supplements or replaces such Rule 3-10, including for the avoidance of doubt, Rules 13-01 or 13-02 of Regulation S-K X promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained thereinSEC), (bx) Rule 3-09 of Regulation S-X (or such reports will not be required to contain financial information required by other rule or regulation that amends, supplements or replaces such Rule 3-09), Rule 3-10 or (y) Rule 3-16 of Regulation S-X (or such other rule or regulation that amends, supplements or replaces such Rule 3-16) or (z) any requirement to otherwise include any exhibits schedules or certifications required by Form 10-K separate financial statements of any of the Company’s Subsidiaries, Affiliates or Form 10-Q equity method investees; and (ii) within 15 Business Days (or any successor formssuch longer time if permitted under Form 8-K) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with after the presentation occurrence of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to the Holders and to prospective investors, upon their request, the information an event required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holderstherein reported, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such all current reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holding’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website Form 8-K if the Company were required to file these reports to the extent such reports relate to the occurrence of any event which would require an 8-K to be filed (except to the extent the Company reasonably and in good faith determines that such an event is not material in any respect to the Holders of the Notes) pursuant to this Indenturethe following Items set forth in the instruction to Form 8-K: (i) Item 1.01 Entry into a Material Definitive Agreement; (ii) Item 1.02 Termination of a Material Definitive Agreement; (iii) Item 1.03 Bankruptcy or Receivership, (iv) Item 2.01 Completion of Acquisition or participate Disposition, (v) Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off Balance Sheet Arrangement, (vi) Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement, (vii) Item 2.05 Costs Associated with Exit or Disposal Activities, (viii) Item 2.06 Material Impairment, (ix) Item 4.01 Change in any conference calls.Certifying Accountant, (x) Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review, (xi) Item 5.01 Change in Control, (xii) Item 5.02 (a), (b), (c)(1) and (d)(1)-(3)

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings will deliver Notwithstanding that the Issuer may not be subject to the Trustee a copy reporting requirements of all Section 13 or 15(d) of the information Exchange Act or otherwise report on an annual and reports referred quarterly basis on forms provided for such annual and quarterly reporting pursuant to below:rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (or attempt to file with the SEC if the SEC will not accept such a filing), and provide the New Investments Notes Representative and the Holders with copies thereof, without cost, within 15 days after it files (or attempts to file) them with the SEC, (1i) within 120 days after the end of each fiscal yeartime periods specified by the Exchange Act, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (or any successor or comparable form) if Holdings had been a reporting company under containing the information required to be contained therein (or required in such successor or comparable form); (ii) within the time periods specified by the Exchange Act, except to the extent permitted to be excluded by the SEC; (2) within 60 days after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC); and (3iii) promptly after the occurrence of any of the following events, all current reports of Holdings containing substantially all of the information that would be required to be filed in a current report on Form 8-K under with the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report SEC on Form 8-K. To In addition, the extent any Issuer shall make such information available to prospective investors upon request. Delivery of such reports, information and documents to the New Investments Notes Representative is not so filed or furnished, as applicable, within for informational purposes only and the time periods specified in this Section 4.03(a) and New Investments Notes Representative’s receipt of such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect constitute constructive notice of any information contained therein or determinable from information contained therein, including the rights Issuer’s compliance with any of its covenants hereunder (as to which the New Investments Notes Representative are entitled to rely exclusively on Officers’ Certificates). The New Investments Notes Representative shall forward such reports, information or documents to the holders of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding New Investments Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and upon request from such declaration shall not have been rescinded or cancelled prior to such cureholders. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by For so long (i) Section 302 or Section 404 of as the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings the Issuer is not subject to Section 13 or 15(d) of the Exchange ActAct and (ii) the Notes are not held exclusively by Affinion Investments, or otherwise permitted to furnish LLC, the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will Issuer shall furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (fc) Notwithstanding the other clauses in this Section 4.03foregoing, Holdings will the Issuer shall be deemed to have delivered furnished such reports and information referred to above to the Holders New Investments Notes Representative and the Trustee for all purposes of this Indenture Holders if Holdings it has filed such reports with the SEC via the XXXXX filing system (and such reports are publicly available or any successor system) posted such reports on the Issuer’s website, as applicable, and such reports are publicly available. In addition. (d) If at any time any Parent of the Issuer becomes a Guarantor (there being no obligation of any Parent to do so), holds no material assets other than cash, Cash Equivalents and the Capital Stock of the Issuer or of any direct or indirect parent corporation of the Issuer (and performs the related incidental activities associated with such ownership) and complies with the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes Rule 3-10 of this Indenture Regulation S-X promulgated by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such SEC (or any successor provision), the 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 Holding’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents required to be filed with the SEC or posted on Holdings’ website and furnished to Holders pursuant to this IndentureSection 4.02 may, or participate in any conference callsat the option of the Issuer, be filed by and be those of such Parent rather than the Issuer.

Reports and Other Information. Notwithstanding that the Company may not be subject to the reporting requirements of Section 13 or 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, the Company shall file with the Commission (a) So long as any Notes are outstanding, Holdings will deliver and make available to the Trustee a copy of all of and Holders (without exhibits), without cost to each Holder, within 15 days after it files them with the information and reports referred to below:Commission): (1) within 120 90 days (or the successor time period then in effect under the rules and regulations of the Exchange Act for a non-accelerated filer) plus any grace period provided by Rule 12b-25 under the Exchange Act, after the end of each fiscal year, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (K, or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; (2) within 60 45 days (or the successor time period then in effect under the rules and regulations of the Exchange Act for a non-accelerated filer) plus any grace period provided by Rule 12b-25 under the Exchange Act, after the end of each of the first three fiscal quarters of each fiscal year, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q Q; (3) promptly from time to time after the occurrence of an event required to be therein reported, such other reports on Form 8-K, or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (34) promptly after any other information, documents and other reports which the occurrence of any of the following events, current reports of Holdings containing substantially all of the information that Company would be required to be filed in a current report on Form 8-K under file with the Exchange Act on the Issue Date pursuant Commission if it were subject to Sections 1, 2 and 4, Items 5.01, 5.02(a), (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the Trustee, Holdings shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed that, for so long as any Notes remain outstanding during any period when Holdings is not subject to Section 13 or 15(d) of the Exchange Act; provided that the Company shall not be so obligated to file such reports with the Commission if the Commission does not permit such filing, in which event the Issuers shall make available such information to prospective purchasers of the Notes, in addition to providing such information to the Trustee and the Holders in each case within 15 days after the time the Company would be required to file such information with the Commission, if it were subject to Sections 13 or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b15(d) of the Exchange Act, it will furnish to the Holders and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03, Holdings will be deemed to have delivered such reports and information referred to above to the Holders and the Trustee for all purposes of this Indenture if Holdings has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above to the Trustee for all purposes of this Indenture by the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holdingthe Company’s compliance with any of its covenants thereunder hereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s CertificateOfficers’ Certificates). The availability of the foregoing materials on the Commission’s XXXXX service (or its successor) shall be deemed to satisfy the Issuers’ delivery obligation, provided, however, that the Trustee shall not be obligated have no obligation whatsoever to monitor determine if such materials have been made so available. In the event that any direct or confirmindirect parent entity of the Company becomes a Guarantor of the Notes, on a continuing basis or otherwise, Holdings’ compliance with this Indenture will permit the covenants Company to satisfy its obligations under this Indenture or Section 1009 with respect to any reports financial information relating to the Company by furnishing financial information relating to such parent; provided that the same is accompanied by consolidating information that describes in reasonable detail the differences between the information relating to such parent, on the one hand, and the information relating to the Company and the Restricted Subsidiaries on a standalone basis, on the other hand. Notwithstanding the foregoing, such requirements shall be deemed satisfied prior to the commencement of the exchange offer or other documents filed the effectiveness of the shelf registration statement described in the Registration Rights Agreement (1) by the filing with the SEC Commission of the Exchange Offer Registration Statement or Shelf Registration Statement (or any other similar registration statement), and any amendments thereto, with such financial information that satisfies Regulation S-X, subject to exceptions consistent with the presentation of financial information in the Offering Memorandum, to the extent filed within the times specified above, or (2) by posting reports that would be required to be filed substantially in the form required by the Commission on the Company’s website (or that of any of its parent entities) or providing such reports to the Trustee within 15 days after the time the Company would be required to file such information with the Commission (which for the first quarterly report required to be posted on Holdings’ website pursuant or provided after the Issue Date shall be 60 days after the end of the applicable fiscal quarter) if it were subject to Section 13 or 15(d) of the Exchange Act, the financial information that would be required to be included in such reports, subject to exceptions and omissions of certain information consistent with the presentation of financial and other information in the Offering Memorandum, to the extent filed within the times specified above. Notwithstanding anything to the contrary in this Indenture, or participate in the Company will not be deemed to have failed to comply with any conference callsof its obligation under this Section 1009 for purposes of Section 501(3) until 30 days after the date on which any report hereunder is due.

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings will deliver Notwithstanding that the Issuer may not be subject to the Trustee a copy reporting requirements of all Section 13 or 15(d) of the information Exchange Act or otherwise report on an annual and reports referred quarterly basis on forms provided for such annual and quarterly reporting pursuant to below:rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (unless the SEC will not accept such a filing), and provide the Trustee and Holders with copies thereof, without cost to each Holder, within 15 days after it files or, in the case of a Form 6-K, furnishes (or attempts to file or furnish) them with the SEC, (1i) within 120 90 days after the end of each fiscal yearyear (or such longer period as may be permitted by the SEC if the Issuer were then subject to such SEC reporting requirements as a required filer, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in voluntary filer or otherwise), an annual report (which, if permitted under applicable rules of the SEC, may be the annual report of Intelsat, Ltd. or another Parent of the Issuer) on Form 10-K or 20-F (or any successor or comparable forms) containing the information required to be contained therein (or required in such successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC;and (2ii) within 60 45 days after the end of each of the first three fiscal quarters of each fiscal yearyear (or such longer period as may be permitted by the SEC if the Issuer were then subject to such SEC reporting requirements as a required filer, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in voluntary filer or otherwise), a quarterly report (which, if permitted under applicable rules of the SEC, may be the quarterly report of Intelsat, Ltd. or another Parent of the Issuer) on Form 10-Q or 6-K (or any successor or comparable form) if Holdings had been a reporting company under the Exchange Act, except to the extent permitted to be excluded by the SEC; and (3) promptly after the occurrence of any of the following events, current reports of Holdings containing substantially all of the information that would be required to be filed in a current report on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(aforms), including a Management's Discussion and Analysis of Financial Condition and Results of Operations or substantially similar section (b) and (c) and Item 9.01 (only to the extent relating to any of the foregoing) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no whether or not required by such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings shall not be required to make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cureform). (b) In addition to providing such information to the Trustee, Holdings The Issuer shall make available to Holders the information required to be provided pursuant to clauses (1), (2) and (3) of the preceding paragraph, by posting such information to its website or on IntraLinks or any comparable password protected online data system or website.Section 4.02 (c) Notwithstanding the foregoing, (a) Holdings will not be required available to deliver any informationprospective investors upon request. In addition, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum and shall not be required to present compensation or beneficial ownership information. (d) Holdings has agreed thatIssuer shall, for so long as any Notes remain outstanding during any period when Holdings it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it will furnish to Holders of the Holders Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (fc) Notwithstanding the other clauses in this Section 4.03foregoing Sections 4.02(a) and (b), Holdings the Issuer will be deemed to have delivered such furnished the reports required by Sections 4.02(a) and information referred to above (b) to the Holders Trustee and the Trustee for all purposes Holders if it or PanAmSat Holdco or another Parent of this Indenture if Holdings the Issuer has filed (or, in the case of a Form 6-K, furnished) such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the such requirements of this Section 4.03 will shall be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above prior to the Trustee for all purposes com- commencement of this Indenture the exchange offer contemplated by the posting Registration Rights Agreement or the effectiveness of reports the Shelf Registration Statement by the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of the Registration Rights Agreement, and any amendments thereto, with such financial information that would be required satisfies Regulation S-X of the Securities Act and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) hereof. (d) In the event that any Parent of the Issuer is or becomes a Guarantor or a co-obligor of the Notes, the Issuer may satisfy its obligations under this Section with respect to be provided on Holdings’ website. Delivery of such reports, financial information and documents relating to the Trustee Issuer by furnishing financial information relating to such Parent; PROVIDED that if required by Regulation S-X under the Securities Act, the same is for informational purposes only accompanied by consolidating information that explains in reasonable detail the differences between the information relating to such Parent and the Trustee’s receipt of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holding’s compliance with any of its covenants thereunder (as to which Subsidiaries other than the Trustee is entitled to rely exclusively on an Officer’s Certificate). The Trustee shall not be obligated to monitor or confirmIssuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors, if any, and the other Subsidiaries of the Issuer on a continuing basis or otherwisestand-alone basis, Holdings’ compliance with on the covenants under this Indenture or with respect other hand. (e) In the event that the Issuer changes its fiscal year end from the fiscal year end used by the Issuer as of the Issue Date, the Issuer shall promptly give notice of such change to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference callsTrustee.

Reports and Other Information. (a) So long as any Notes are outstanding, Holdings will deliver Notwithstanding that the Issuer may not be subject to the Trustee a copy reporting requirements of all Section 13 or 15(d) of the information Exchange Act or otherwise report on an annual and reports referred quarterly basis on forms provided for such annual and quarterly reporting pursuant to below:rules and regulations promulgated by the SEC, the Issuer shall file with the SEC (and provide the Trustee and holders with copies thereof, without cost to each holder, within 15 days after it files them with the SEC), (1i) within 120 days after the end of each fiscal yeartime period specified in the SEC’s rules and regulations for non-accelerated filers, annual reports of Holdings for such fiscal year containing the information that would have been required to be contained in an annual report on Form 10-K (or any successor or comparable form) if Holdings had been a reporting company under containing the Exchange Act, information required to be contained therein (or required in such successor or comparable form) except to the extent permitted to be excluded by the SEC; (2ii) within 60 days after the end of each of time period specified in the first three fiscal quarters of each fiscal yearSEC’s rules and regulations for non-accelerated filers, quarterly reports of Holdings for such fiscal quarter containing the information that would have been required to be contained in a quarterly report on Form 10-Q (or any successor or comparable form) if Holdings had been a reporting company under containing the Exchange Act, information required to be contained therein (or required in such successor or comparable form) except to the extent permitted to be excluded by the SEC; andprovided that in the case of the quarterly report on Form 10-Q for the period ending June 30, 2011, such quarterly report shall not be required to be provided until August 31, 2011; (3iii) promptly from time to time after the occurrence of any of the following events, current reports of Holdings containing substantially all of the information that would be an event required to be filed therein reported (and in a current report any event within the time period specified in the SEC’s rules and regulations), such other reports on Form 8-K under the Exchange Act on the Issue Date pursuant to Sections 1, 2 and 4, Items 5.01, 5.02(a(or any successor or comparable form), and (biv) subject to clauses (i)-(iii) above, any other information, documents and (c) and Item 9.01 (only other reports which the Issuer would be required to file with the extent relating SEC if it were subject to any of the foregoingSection 13 or 15(d) of Form 8-K if Holdings had been a reporting company under the Exchange Act; provided, however, (i) that no such current reports will be required to be delivered if Holdings determines in its good faith judgment that such event is not material to Holders or the business, assets, operations, financial position or prospects of Holdings and its Restricted Subsidiaries, taken as a whole and (ii) Holdings Issuer shall not be required so obligated to file such reports with the SEC if the SEC does not permit such filing, in which event the Issuer will make available copies of any agreements, financial statements or other items that would be required to be filed as exhibits to a current report on Form 8-K. To the extent any such information is not so filed or furnished, as applicable, within the time periods specified to prospective purchasers of Notes in this Section 4.03(a) and such information is subsequently filed or furnished, as applicable, the Issuers shall be deemed to have satisfied their obligations with respect thereto at such time and any Default with respect thereto shall be deemed to have been cured; provided that such cure shall not otherwise affect the rights of the Holders under Article VI hereof if Holders of at least 25% in principal amount of the then total outstanding Notes have declared the principal of, premium, if any, interest and any other monetary obligations on all the then outstanding Notes to be due and payable immediately and such declaration shall not have been rescinded or cancelled prior to such cure. (b) In addition to providing such information to the TrusteeTrustee and the holders, Holdings shall make available to Holders in each case within 15 days after the information time the Issuer would be required to be provided pursuant file such information with the SEC if it were subject to clauses (1), (2) and (3Section 13 or 15(d) of the preceding paragraphExchange Act (or such later dates as provided for in clause (ii) above for the quarterly report on Form 10-Q for the period ending June 30, by posting 2011), subject, in the case of any such information to its website or on IntraLinks or any comparable password protected online data system or website. (c) Notwithstanding the foregoing, (a) Holdings will not be required to deliver any information, certificates or reports that would otherwise be required by (i) Section 302 or Section 404 provided prior to the effectiveness of the Xxxxxxxx-Xxxxx Act of 2002Exchange Offer Registration Statement or Shelf Registration Statement, or related Items 307 or 308 of Regulation S-K or (ii) Item 10(e) of Regulation S-K promulgated by the SEC with respect to any non-generally accepted accounting principles financial measures contained therein, (b) such reports will not be required to contain financial information required by Rule 3-09, Rule 3-10 or Rule 3-16 of Regulation S-X or include any exhibits or certifications required by Form 10-K or Form 10-Q (or any successor forms) or related rules under Regulation S-K exceptions and (c) such reports shall be subject to exceptions, exclusions and other differences consistent with the presentation of financial and other information in this offering memorandum the Offering Memorandum (including with respect to any periodic reports provided prior to effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement, the omission of an audit opinion with respect to January 2008 if the auditor’s consent to include such opinion is not available for any reason and financial information required by Rule 3-10 under Regulation S-X promulgated by the SEC (or any successor provision)) provided, however, for the avoidance of doubt in no event is the Issuer required to update the appraisal information with respect to the Mortgaged Vessels. Notwithstanding the foregoing, the Issuer shall not be required to present compensation furnish any information, certificates or beneficial ownership informationreports required by Items 307 or 308 of Regulation S-K prior to the effectiveness of the Exchange Offer Registration Statement or Shelf Registration Statement. (db) Holdings has agreed In the event that: (i) the rules and regulations of the SEC permit the Issuer and any direct or indirect parent of the Issuer 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 the Issuer, or (ii) any direct or indirect parent of the Issuer is or becomes a Subsidiary Guarantor of the Notes, consolidating reporting at the parent entity’s level in a manner consistent with that described in this Section 4.02 for the Issuer will satisfy this Section 4.02. The Issuer will be deemed to have satisfied its obligations under this Section 4.02 with respect to financial information relating to the Issuer 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 the Issuer and its Subsidiaries, on the one hand, and the information relating to the Issuer, the Subsidiary Guarantors and the other Subsidiaries of the Issuer on a standalone basis, on the other hand. The Issuer will make such information available to prospective investors upon request. (c) For so long as any Notes remain outstanding during any period when Holdings it is not subject to Section 13 or 15(d) of the Exchange Act, or otherwise permitted to furnish the SEC with certain information pursuant to Rule 12g3-2(b) of the Exchange Act, it the Issuer will furnish to the Holders holders of the Notes and to prospective investors, upon their request, the information required to be delivered pursuant to Rule 144A(d)(4) under the Securities Act. (e) Holdings shall also hold quarterly conference calls for the Holders to discuss financial information for the previous quarter (it being understood that such quarterly conference call may be the same conference call as with the Holdings’ equity investors and analysts). The conference call shall be following the last day of each fiscal quarter of Holdings and not later than 20 Business Days from the time that Holdings distributes the financial information as set forth in Section 4.03(a). Holdings shall issue a press release announcing the time and date of such conference call (which date may be the same date on which the press release is issued) and providing instructions for Holders, securities analysts and prospective investors to obtain access to such call; provided, however, that such press release can be distributed solely to certified users of the website described in Section 4.03(c). (f) Notwithstanding the other clauses in this Section 4.03foregoing, Holdings the Issuer will be deemed to have delivered furnished such reports and information referred to above to the Holders Trustee and the Trustee for all purposes of this Indenture holders if Holdings the Issuer has filed such reports with the SEC via the XXXXX filing system (or any successor system) and such reports are publicly available. In addition, the requirements of this Section 4.03 will 4.02 shall be deemed satisfied and Holdings will be deemed to have delivered such reports and information referred to above prior to the Trustee for all purposes commencement of this Indenture the exchange offer contemplated by the Registration Rights Agreement relating to the Notes or the effectiveness of the Shelf Registration Statement by (1) the filing with the SEC of the Exchange Offer Registration Statement and/or Shelf Registration Statement in accordance with the provisions of such Registration Rights Agreement, and any amendments thereto, and such registration statement and/or amendments thereto are filed at times that otherwise satisfy the time requirements set forth in Section 4.02(a) and/or (2) the posting of reports and information that would be required to be provided on Holdings’ website. Delivery of such reports, information and documents to the Trustee is for informational purposes only and the Trusteeholders on the Issuer’s receipt website (or that of such shall not constitute constructive notice of any information contained therein or determinable from information contained therein, including Holding’s compliance with any of its covenants thereunder (as to which the Trustee is entitled to rely exclusively on an Officer’s Certificateparent companies). The Trustee shall not be obligated to monitor or confirm, on a continuing basis or otherwise, Holdings’ compliance with the covenants under this Indenture or with respect to any reports or other documents filed with the SEC or posted on Holdings’ website pursuant to this Indenture, or participate in any conference calls.